One Changeling, In a World of Foes
by Gangplank
Summary: Thoraxis, a changeling, finds himself stranded in Ponyville, with no way of knowing how to get back home to his brethren and queen. The Mane Six, knowing of his presence in the town, and dreading of what he might do, try to find him, forcing him to hide. Adopting a persona, Thoraxis tries his hardest to survive in this enigmatic land of ponies, without being found. Will he make it?
1. Chapter 1: Injured, Defeated, and Lost

Chapter 1: Injured, Defeated, and Lost

Thoraxis finally opened his eyes, waking up to the feeling of raindrops hitting his black carapace.

He felt sore all over. He had no idea where he was, or how long he had been unconscious for, but for however long it was, rain had been falling what seemed like quite some time now, judging from how heavy and thick it looked, and how loud the thunder was.

The last thing he remembered was that he was about to suck the love out of some unfortunate pony in Canterlot, his brothers and sisters swarming the place, when suddenly a bright, purple flash of light, followed by a powerful force, probably from magic, and the sounds of multiple of his brethren and queen screaming in fear as they were all blown out of the city.

As his neck twitched around in insectile fashion, he looked around, and noticed he was stuck in a tree, and a very aged, brittle-looking one at that.

"Oh, boy..." He growled. Cautiously, he tried to move his leg, but he heard a dread-causing cracking of the branches he was stuck in. He looked at his transparent, bug-like wings for assistance, but saw that the two, now useless appendages were both drenched in water, and more ripped-up looking than normal, courtesy of the impact against the wretched plant he was now on, and the rain, no doubt.

Either way, he was grounded.

"Oh, curses..." He chittered into a sigh, sensing his impeding fall. A moment later, the several, rickety branches he was on snapped apart, and he dropped to the ground with a shriek, and a horrible crunching of chitin hitting the ground followed.

He opened his blue eyes immediately after, in pain, and tried to move his front, left leg. Right off, he noticed it hurt. Bad.

"Oh... Curses!" He yelled again, in torment, holding the injured limb. He moved it about as he stood up on his other three legs, and realized how truly he had hurt it. It was sprained.

He looked up as lightning flew past the sky, followed by a boom of thunder. He knew he had to get himself out of the weather. If whatever creatures lived in this land didn't get him first, the chilling rain would certainly be his doom. Changelings, due to their insect-like nature, weren't meant to live in cold environments unless it contained a food source that would make it worth living in, and they much preferred arid, warm, or at least temperate places.

He limped as fast as he could across the wet, grassy plain, as the rain began to pick up. The water from he darkened sky poured down on his body, until the webbed, mane-like protrusion on the back of his neck, and his equally webbed tail felt completely damp, and lighting arced in the distance.

A dozen-or-so minutes soon passed, and he still continued trudging through the rain, utterly miserable. No other changelings in sight, no idea where he was... Who wouldn't feel that way? The wide frown on his fanged snout could show any living being how the loathsome creature felt.

As he mumbled to himself, he finally encountered something: A wooden fence, painted white, and behind it, what appeared to be numerous trees. Each tree was lined in a row, but in between some of them, unmistakable in its appearance, was a path.

Caring not for who owned the fence, Thoraxis willed a beam of sickly green magic from the bent, gnarled horn on his head, and blew the wooden construct apart, just wide enough for him to be able to enter it without the burnt-off edges touching him.

He shook his head after using his magic and groaned. Just using that much gave him a headache. He was low on energy as it was, and using any of it was weakening him further, something he could not afford.

Cursing himself for his own recklessness, he walked through the opening he created, and onto the muddy dirt road.

He looked around at the trees, and it didn't take him long to realize he was in an apple orchard, and a rather large one when he really stared at the surrounding forest of apple trees. Multiple red fruits hung on almost every branch. It made him feel sick.

"Apples. Fruit. Such putrid foodstuffs-"

He was interrupted when he clumsily tripped over a rock, hidden in the grass and mud. Yelping in surprise, he fell, face-first, into a particularly big puddle, with a tremendous splash, its noise blotted out by the thunder overhead.

He stayed, concealed, under the brownish water for a good few seconds in self pity. The only indication that he was still alive were the several air bubbles that popped to the surface, near where his head was, one by one. The need for breath finally forced him to stick it back up, into the rain-filled air, with a gasp.

"We... Were supposed... To win!" Thoraxis shouted in his guttural voice, angrily, as he dragged himself out of the water. "We were supposed to defeat the ponies... Queen Chrysalis said we'd never go hungry for the longest of whiles..."

He looked up to the sky, opening his blank, blue eyes, before suddenly shaking his sprained, hole-filled leg at it, a viscous scowl on his face.

"What cruel god lives up there, anyway? Why do ponies get all the luck? All the miracles? Why are we left to starve? Why? Why?! WHY?!"

Only thunder, lightning, and more rain heeded him. He lowered his head and leg, defeated, and wondering as to why he lifted them in the first place. He looked back at the puddle, and then forward, limping on once more.

He walked on, avoiding as many of the puddles that laid in the path as he could, still grumbling to himself.

He eventually noticed a large object in the distance, and quickly realized it was a building of some sort. Inching closer, he finally saw what it was.

A barn.

"Better than... Nothing" he sighed with a begrudging hiss. Limping over to it, he could see its red color, and also saw he was on the back-facing side of it. As the rain continued to pelt his chitinous hide, he walked over to the front of it.

After opening the door, sneaking in, and closing it again, Thoraxis, his eyes already adjusted to the darkness, looked around. There appeared to be nothing but hay bails, stalls, and farming equipment laying around, but it was dry. Nearby was a ladder, and where it lead to was high, and away from the ground.

Using what little strength he had left, Thoraxis climbed up the ladder, and soon found himself in the barn's loft. There seemed to be nothing but bails upon bails of hay in the spacious area.

Panting, he crawled past each one, until he reached the back of it, and sat down. He felt exhausted.

"Need to... Hibernate this off... Gotta... Wait for something I can refuel on to pass by..." He said, weakly, a cough soon following. As soon as he took in another breath, he leaned himself against the wall as much as he could, and, with a sickening sound, began to vomit out a pale, green, slimy substance all over himself. A few seconds later, the resiny material fully covered himself, and hardened, cocooning him to the wall.

_Gotta... Wait this out..._ He thought, as his mind began to go black, hibernation taking its toll on his cold, pain-racked body, putting it into a sleep-like stasis, of sorts.

_Gotta... Wait it... Out..._

* * *

**Author's notes:** Okay, first thing: Yes, I know I'm now juggling FOUR stories at once, but I really, really wanted to write this one down.

Second: In case any of you readers are wondering, no, this story is NOT, I repeat, NOT, going to be a romance one. I'm the lore-freak who tries to be realistic, and therefore, the Changeling main character, Thoraxis, feels the same way toward love as any other Changeling: He doesn't even register the emotion, and he feeds off of it.

And third: The Mane 6 will play a large roll in it. After all, whose apple orchard and barn do you think Thoraxis found, eh? Hehehe...


	2. Chapter 2: Nine Months Later

Chapter 2: Nine Months Later

"Whew!" Applejack sighed out loud, as she brought up a very large load of freshly-bucked apples in the cart she was carrying, the summer sun shining off it. Taking her hat off, she wiped a bead of sweat from her forehead. There was a large smile on her face.

"Apples... Are... Collected!" She cheered again.

"Good job, sis" Big McIntosh complimented, as he walked up to his sister, a long strand of barley in his mouth. "I can take it from here. You should get yourself inside, there's a piece of apple-blueberry crisp with your name on it."

"You got it for now, big brother?" She asked the large, red stallion, taking the harness off herself one the cart was on stable ground.

"Eeyup" he replied, as the twisted the barley stalk around in his mouth.

"Alright then. See ya in a few minutes!" She said, waving her hoof at him, before heading to the house.

After a few seconds of trotting, she reached the building. Opening the door, she went in, and saw Granny Smith, sitting on the chair, knitting happily, and humming to herself.

"Hey, Granny" Applejack greeted.

"Hello, sweetie" she replied. "You finished your chores?"

"Sure did" she responded, as she took her hat off, and dusted it, before putting it back on. "Is there any more of that desert left?"

"Why, yes there is, dearie" Granny spoke. "Well, you'd better get it while it's hot. I baked 'em with _love_."

"And that's just what I plan on doing" she said, with a smile.

Approaching the table, she saw a metal casing covering a plate. Opening it, her expectations of what the delicious, baked food would look like, were replaced with a frown.

The plate was empty, save for a few crumbs.

"What?" She groaned in confusion.

"Oh, heh, sorry deary" the aged mare apologized, looking up from her activity. "I guess I forgot to mention that Applebloom said she was bringing it out to you."

"She said what?" she asked again, turning back to her elder.

"That she was bringing it out to you, of course."

"Oh, she did, did she?" Appljack said, rolling her eyes. "I see what's going on... I should'a known she'd get me back for me eating her last sugar-coated caramel apple last week."

"Hmmhmmhmm... Well, you should go get it back before it's too late" Granny chuckled. "This ain't no everyday caramel apple. This is a one-of-a-kind apple-blueberry crisp. If I were you, I'd try to at least get a nibble out of it before it disappears."

"Applebloom!" Applejack shouted at the top of her lungs.

* * *

Applebloom, a pack over her back, quietly entered the barn, taking care to shut the doors as silently as possible. When they were closed, she walked to the ladder, and, with some effort, began to scale it.

"Nobody comes up here" she thought to herself, reassuringly, as she finished climbing up the ladder. Creeping over the edge, she clambered into the hay bail-filled loft, and sat down, panting from the effort.

It was silent, and dark, but there was enough light shining from the slits in the ceiling and walls for her to see just about everything.

"Now, to look over the spoils" she laughed, as she gently took the tinfoil-covered pie-plate from her backpack, and rested it on one of the multiple wooden boards that made up the ground of the loft.

Taking the tinfoil off, and packing it away, she put her nose to the pastry, and sighed in pleasure of its irresistibly delicious smell. She lowered it again, ready to take a large bite.

A sudden, chittering noise, reminiscent of an insect, only at a louder volume, suddenly caught her attention. Forgetting about the dessert, she lifted her head, turned her view behind herself, and to the back of the attic-like environment.

At first thinking it was nothing, she was about to return her attention to the scrumptious meal, when she heard it again, unmistakable in its form.

"What is that noise?" She asked herself. Standing up, Applebloom, having practically forgotten the food, walked further through the loft, moving the jungle of hay bails, and old equipment out of the way.

When she fully got to the back of the building's tier, she moved one more hay bail aside, and saw something completely, and utterly unexpected. The very sight of it made her cringe in surprised disgust.

Laying in the back corner of the loft, laid a large, ovular, solid object. It appeared blackish-green in color, and looked as if it was attached to the barn's side, with a sticky, mucus-like substance keeping it steady.

"What the... What is _that_?" She gasped. Before she could approach it, it suddenly bulged, indicating movement inside of it.

Squeaking in fear, she dove behind one of the bails, and, after collecting herself, peeked her head out again.

Looking, from where she hid, she saw the object move more, like a caterpillar trying to emerge from its chrysalis, only a much larger, and twisted-looking version of it. More of the same, twittering noises continued to be heard, and the filly easily traced it back to the alien object.

Suddenly, a horn, or at least some spiky, thorn-like projection, burst out of it, causing Applebloom to flinch. As she watched further, the horn sliced through the thin, membranous, organic shell, in a vertical fashion, from up, to down.

As soon as the horn pulled back in, a green fluid wept out of the rift, and Applebloom watched, in great fear, as a piercing, blue, monochromatic eye stared through it, at her, like a burning coal. To her, it felt as though it was singeing her soul.

Wishing not to see what creature was about to come out, the filly let out a scream of terror, and made a mad dash from her hiding place, to the ladder.

While still being careful enough to descend from it safely, but still scared out of her wits, she screamed the whole way down the ladder, and ran out of the barn.

The sac that contained the changeling finally split open as Applebloom left, releasing the creature, and a wave of the green liquid, onto the wooden boards of the loft. Coughing, Thoraxis lifted his head, taking in as deep of breaths as he could, as the slime fell from his body.

_I'm... Awake? _He thought, while he gulped in another deep breath of the summer air. He looked around, his eyesight still not adjusted. Everything looked dizzy and fuzzy, but one thing was clear to him.

Something nearby reeked of love.

He started to regain his senses, and took in another deep breath, this time with his nostrils, catching a large hint of the smell.

It was definitely love.

"Where could that... Scent be... Coming from?" He asked himself, as he shakily got onto his holed hooves. When he was fully standing, his head looked in every direction, eyes wide open, trying to find the source of the aroma. The now healed wings on his back began vibrating in excitement.

He sniffed it again, and drooled. He had been hibernating for too long to pass up an opportunity to feed.

Stumbling around, Thoraxis finally found what he was looking for. Laying near the edge of the loft, next to where the ladder sat, was what appeared to be a piece of pony-made food. A pie, he thought.

He lifted his head over it, somewhat off-put by its fruity odor, but not enough to keep him away.

Without even thinking, the starved changeling started to voraciously devour the apple-blueberry crisp, his fanged jaws snapping open and shut as he greedily devoured it. Most of the food may have tasted bitter to him, due to his kind's sense of taste, but the sheer amount of love in it drove him to finish the meal.

By the time he was done, all that was left was the tin pie-plating, licked clean.

_I don't know what that was..._ Thoraxis thought, happily, as he licked his lips. He already felt very rejuvenated from the food.

_...But it sure was nourishing."_

Stretching his transparent wings out, he let them flutter about, until they were flapping as rapidly as an insect's, letting out a buzzing noise as they became a blur. He quickly rose into the air, and flew down to the ground of the barn.

_I need to find out where I am. I Need to find out what to do next..._ He thought to himself again, making mental notes as he cautiously opening the barn door, and poked his head out.

After looking for any potential witnesses, Thoraxis's jagged ears twitched, and he soon buzzed into the sky, passing into the clouds after but a few seconds.

* * *

"Just what in tarnation d'you think that _thing_ is, Twilight?" Applejack asked the princess, as she and her friends stood in the loft, each of them examining the now broken-open, slime-covered object in its back corner. The earth pony had called her friends over a dozen minutes before, unsure of what her sister saw.

"As I said before, Applebloom said she saw it when she was sneak'n her treat up here, and she said something was... _Alive _in it. Whatever it was, it was unnerving enough to scare her into leaving without one of her favorite deserts."

"Well, that would explain this" Rainbow Dash said, a hint of disgust in her voice, as she lifted a slightly bent metal pie-plate with her hooves, a green, saliva-like substance oozing from it.

"I know what it is, but I've never seen one in real life before... Only vague descriptions in books" Twilight Sparkle replied, a hint of worry in her tone. "This "cocoon" belongs to... A changeling."

They each gasped in surprise, save for Pinkie Pie, who instead wore a confused expression, and started to speak.

"Wait... Wait, wait, wait, wait, wait, wait... A changeling?" She started. "You mean like the ones we fought at Princess Cadence's wedding a few months back? Those bug-things with legs that look like swiss cheese changelings? The things that can morph into whoever they want changelings? Those changelings?"

"Yes" Twilight confirmed. "They make them if they're too weak to fend for themselves, in hopes of something revitalizing will pass by. If one is loose in Ponyville, it could be masquerading as anyone right now."

"Didn't you say they feed off of love?" Applejack asked. "'Cause last I checked, we got a surplus of that here."

"They do..." She sighed. "They drain you of it, and if they get the chance to suck all of it out of you, your heart will turn as black as theirs."

"Goodness... Do you know what this means?" Rarity asked.

"Umm... No?" Fluttershy whispered, in a hopeful tone.

"Oh yeah, I know what it means..." Rainbow Dash said in an intense tone, a smirk on her face, as she clapped her two hooves together. "Let's go catch us a changeling!"

"Now, hold your horses, sugar cube. You're forgett'n something" Applejack spoke. "That thing could be disguised as anyone. We can't just go and charge into the place demanding the changeling appear."

"Yes, it will most likely cause quite an uproar" Rarity agreed. "I'd rather not deal with such a creature with a witch hunt going about. Those never seem to end well."

"We should go back to my place" Twilight spoke again. "I'm pretty sure I've got a few books about how to deal with changelings."

"You have books of everything, don't you, Twi?" Rainbow Dash laughed.

"Ooh... What kinds of stuff do you know about changelings right now Twilight?" Pinkie Pie asked, in her usual hyperactive voice.

"All I really know is that they're bug-like, can shape-shift, feed off love, and all seem to know how to use balefire magic" the purple-colored alicorn replied. "What we really need to find out is their weaknesses, and how to get one in the open."

A sudden smirk came onto her face.

"...And I think I know just where to start."


	3. Chapter 3: Blending In With The Herd

Chapter 3: Blending In With The Herd

Thoraxis stood behind the shadow of one of the many buildings in Ponyville, watching as its inhabitants passed by. There was a grin of what appeared to be malevolent intention on his snout, and he stroked his holed hooves together in anticipation of what was about to happen.

With a sudden wisp of green fire, he morphed into the form he had spent the last hour trying to put together. Walking out of the shadow, a new figure appeared.

Thoraxis's new, self-made form looked like a dark-furred, black-maned, unicorn stallion. His false cutie mark appeared as a two, white theater masks, one representing comedy, and the other representing tragedy. His now normal-looking eyes had blue irises.

He formulated a plan to find a quiet, secretive place to bed down, and a place from which to secretly feed from, and he knew that the locals could easily give him the directions to do such. It was foolproof!

The first pony he came up to was a grey-colored pegasus with a blonde mane, and a cutie mark that consisted of several bubbles, who was sitting on a nearby bench. She was nibbling on a large, brown muffin, and wore an easygoing smile on her face. The most distinguishing feature she had, however, were her two, crossed, yellow eyes.

"Excuse me, dear miss, do you know of a local place that has an exceptional amount of love coming from it?" Thoraxis asked, trotting up to her.

"Oh, uh... I guess...?" The pegasus began, a slightly confused expression on her face. As she spoke, she put the muffin down, and Thoraxis noticed right off, with some shock, that that the object in her hoofs smelt like what the strange food he had eaten earlier.

There was love in it.

"Wait... Where did you get that cupcake?" He asked again, looking at the brown-colored food, his eyes briefly flashing green, briefly

"This isn't a cupcake, it's a muffin, and I got it at Sugarcube Corner" the cross-eyed pony replied, her innocent smile reappearing. "You must be new here. It's down the road, and around the corner. It looks like a giant cake" she said again, pointing a hoof to her coordinates.

"Well, thank you" Thoraxis spoke. He turned and began to trot off.

"What's your name?" She suddenly asked. "I know everyone around here, but I haven't seen you yet. It's always nice to meet a new face."

"My name is... Mask" he hastily responded, stopping to look to his false cutie mark for inspiration.

"Mine's Derpy" she said in a friendly voice.

"Neat" Thoraxis replied, in an uncaring one, as he turned his back to her, and began walking off again.

"What a strange pony..." Derpy whispered to herself, as Thoraxis walked away. Soon, she forgot about him, and went back to happily eating her muffin.

After a few minutes of walking, Thoraxis reached the large, colorful building, matching the pegasus's description.

When he walked in, the first thing he saw was a tall, skinny earth pony with an amber coat, and an orange mane, standing in the back of it. Looking closer, he saw that he also had a slightly protruding lower jaw, freckles around his face, and was also wearing what appeared to be an a white apron, and hat.

"Why, hello there, stranger" the lanky stallion greeted in a very warm manor, like the other pony he had just met. "Never seen you around these parts before."

"It's a pleasure to meet you. I'm... Mask" Thoraxis lied in return, still trying to get used to the name.

"I'm Mr. Cake. Carrot Cake" the storeowner responded. "My wife and I run this place, but she's out sick for the day, and our only other co-worker has a day off, though, so it's just me right now."

As he was introducing himself to Thoraxis, the changeling noticed with glee how his suspicions were confirmed, as he sensed the room was filled with the precious emotion of endearment. He wouldn't even need to find a victim to feed from! He could just come here, drain the love from the food, and not risk being discovered.

To his confusion, however, he also noticed a familiar, saccharine smell as well, hit his nose.

"Wait... This place is a candy store, right?" He suddenly asked. "Does it... Have sugar?"

"Well, I'd assume so" Mr. Cake said with a small smirk. "We've got a huge assortment of sugar based products, ranging from cupcakes, to doughnuts, to..."

As he went on, Thoraxis, ignoring him, greedily tried to find the sweet scent. After locating a nearby glass jar resting on a shelf, he opened its lid with his magic, and gazed inside. Spotting the white, sweet substance, he immediately started to eat straight from the mound of it, savoring its wonderful taste with each bite.

"Hey! What in Celestia are you doing? You've gotta pay for that!" Mr. Cake suddenly shouted.

"Mmmf?" Thoraxis mumbled, shooting his head up from the jar, as he tried to swallow the mouthful of the sweet-tasting ingredient. A moment of awkward silence came between the two as they started to stare at each other.

After Mr. Cake tapped one of his hooves on the ground, impatiently, Thoraxis finally choked it down, looking back at the storeowner.

_Curses! _He thought, angrily._ I have forgotten that these hideous, fleshy creatures used currency as means to an end! This complicates matters greatly..._

"Well? Are you going to pay?" He asked.

"I... Don't have any money" Thoraxis said, slowly.

"You... Don't have any... Money?" He spoke in reply. He then turned his head away and sighed as Thoraxis looked on.

"Is there... Some form of reparations I can do?" He asked, gritting his teeth slightly.

"Well, if I you're staying in Ponyville for a while, I'd cut the high talk, and go get a job, or something" he replied. "There's a pet store a few blocks from here that's hiring. You didn't really eat that much of the jar, and you seem nice enough, so I guess I can forgive you just once. But if I were you, I wouldn't try doing that again until you have a few bits with you."

"I can do that. Thank you for the tip, my good man" Thoraxis said. More silence burst in between the two after he spoke.

"You certainly seem to make your food with love in it" he said again, trying to break the tension. Mr. Cake only gave a sarcastic, and slightly irritated look at him in return. The disguised changeling knew he was now overstaying his welcome, and, with a final nod, walked out of the store.

* * *

"Have you found anything yet, Twilight?" Rainbow Dash asked in a bored tone, as she threw a ball against the treehouse's wall, caught it, and threw it back.

The princess was holding up an unusually large book, _The Encyclopedia of Shape-Shifters, _with her magic, and had been carefully reading through it for the last twenty minutes, not uttering a single sound.

"I'm reading as fast as I can" she replied. "The pony who wrote this, "Trailmaker the Adventurer," certainly knew a lot about them."

"Like what?" Rarity inquired.

"Like how they can change their gender at a whim..." She started to reply. "How they raise and protect their young out of pure, uncontrollable instinct, instead of parental responsibility, how they hate the smell of ripe and fermenting fruit to the point of avoidance, and how they can prey on any creature that experiences love, not just us ponies, unicorns, and pegasi."

What about weaknesses? Have you found anything on that?" Applejack asked.

"Okay, here's what I've found so far" she began. "Spike, are you writing this down?"

"Oh, uh, yep!" the young dragon replied, pulling out a quill and scroll at the ready. Turning back to the book, Twilight began to scan the page with her eyes.

""_...Changelings are a spiteful, enigmatic, insectoid, magic-wielding race of pony-shaped creatures..._"" She spoke, reading straight from the book. ""_...They mentally feed off of the emotion of love, and love alone, but also have a strange, almost unnaturally strong affinity for the taste of sugar, and sugar-based foods, despite the substance serving no, discernible function for their digestive systems, and themselves._""

"An addiction to sugar?" Fluttershy asked in her quiet voice. "Wow... So, they're kind of like ants and wasps, huh?"

"There's more" the princess spoke again.

""_...They can experience any, and all of the emotions anypony else could feel, but are strangely, and ironically enough, unable to feel, or even perceive the emotions of love, compassion, and remorse, especially for heinous deeds, and seem to only work with each other out of instinctual loyalty to their race. Do not underestimate this, though, for every changeling I've ever met could imitate these traits with very little flaw. What they can't seem to imitate as well, however, are the more socially acceptable things in pony culture, that changeling culture does not have, or how exactly the pony they have replaced themselves with acted around their friends and loved ones._""

"How does this guy know so much?" Pinkie Pie asked, before suddenly gasping. "Was he a changeling? Oh, oh! He was, wasn't he! He just put all this down to trick anypony who read it into believing it! It's brilliant and evil at the same time!"

"Actually, Pinkie, he wrote down that he... Learned all this from an actual changeling" she said, the smile on her face slowly disappearing.

"Wait, what?" Rainbow Dash said in a surprised manor, forgetting about the ball, and shooting her head to Twilight.

""_...Despite what they lack in morals, that isn't to say they also completely lack empathy"" _she read again. ""_In my travels to catalog all of Equestria's polymorphs, I met, saved, and befriended a changeling of a much kinder nature. Her name I shall not disclose, due to various reasons, but what I can say, is that she is one of the few creatures I've ever fully trusted outside of my home town, and when I left her, saw her enjoying life as a stage actor in a small village._""

"Well, that's... Certainly interesting" Rarity said. "...But we should come back to the subject matter at hand. We're not sure what this changeling's motives are, so how could we catch this it before it does something absolutely dreadful?"

"I have an idea! I have an idea!" Pinkie suddenly blurted out. "You said they like sugar, right, Twilight? I've got a lot of sugar at my place we could use. We should pour a pile of it on the ground, set it up as bait, and have a stake out."

"That... Actually might be a good idea" Rainbow Dash uneasily agreed.

"Yeah, but we'd need more than just sugar to catch something like that" Spike said, putting the pen and parchment down.

"Then let's build up on it!" Twilight spoke in a confident tone, closing the book with her magic. "Pinkie, get that sugar ready, and Applejack, get your lasso. Everypony else, let's get planning..."

* * *

"Alright, hehe! Alright!" The elderly, grey-furred, white-maned shopkeeper said, as he got the food for the four puppies ready. The little, multi-colored, furred creatures barked happily as he finally brought the bowl of brown kibble to them, but their caretaker suddenly dropped the dish to the ground, and let out a pained cough.

"Oh... I'm sorry little ones" the old stallion apologized in a sigh, as he picked up the bits of food. "my lungs aren't what they used to be, heh..."

After he finally brought the bowl to the small critters, the sound of the bell on the side of the door rang, and a cockatoo squawked, indicating a new customer. Turning, he saw a dark-furred unicorn enter.

"Hello" Thoraxis began. "I'm Mask, and I'm here about the job I was told of."

"Well, it's about time someone decided to apply for it" the he replied. "I'm Chiphoof. I need some help with these little tykes, and maybe some help cleaning the place. I'm afraid I'm not able to do it on my own anymore, in my old age."

As he said that, he watched as the puppies in the pen next to him began to whimper and back away as the disguised changeling walked over to them, obviously sensing something that their caretaker could not.

"The animals sure seem to have... Quite an opinion on you" Chiphoof said, in a quieter tone.

"I sometimes have that effect" Thoraxis replied. "But I'm good with them once they get to know me, I _swear_."

"Hmm..." Chiphoof mumbled, unsure of what to decide. He looked at all the animals in his care, and came to a conclusion.

"You're hired" he finally spoke. A smirk came onto the changeling's face as soon as he said that.

"Very good" Thoraxis said, slightly surprised by the unexpectedly short time it took to get the position. "When do I start?"

"Why, now of course" the elderly pony said, grabbing a mop, and bringing it to him. "The floor next to the register needs to be cleaned. A filly spilt her apple juice on it earlier this morning, and I haven't gotten around to it yet."

Almost reluctantly, Thoraxis took the wooden handle of the mop in his hoof, and walked over to where he was told, until he spotted the small puddle of spilt juice on the marble-colored floor.

"...And when you're done with that, make sure to come back and see me" Chiphoof said again. "I can show you how to take care of the animals."

As Chiphoof walked off to another part of the store, Thoraxis quitely chuckled to himself. He may be stuck in this strange town, but he sure had a good plan already working itself into fruition.

"Now..." He whispered, as he began to clean the ground. "...All I have left is to find a place to stay."

* * *

**Author's notes: **Just in case any of you are confused about Twilight still having her tree house, it's because this story takes place a few months after the events of the season 3 finale, and a few months before the season 4 finale.


	4. Chapter 4: Changeling Catching 101

Chapter 4: Changeling Catching 101

"G'night Mask. Remember, I'm expecting you in, tomorrow morning, sharp!" Chiphoof spoke to the disguised Thoraxis, as the changeling walked out the door. A small money purse was attached to a small thread, made into a makeshift necklace around his neck, courtesy of his day's work.

"Don't worry, sir. I shall return" Thoraxis replied to the pony he begrudgingly had to call boss now.

As he trotted away, Chiphoof closed the door to the store, leaving Thoraxis alone, and pleased with himself. Night had descended on the town of the ponies, moonlight shining down upon the buildings, and the lone changeling walking along the darkened streets.

_Food source... Check_ he started to think to himself, looking at his small moneybag as he continued on. _Way to acquire said food source? Check._

As he passed by a trashcan, he saw a large, brown sheet hanging loosely from its closed lid. Grabbing it in his mouth, he snatched the item, and wrapped the raggy cloth around his body like a cloak.

"All that's left now is a nice, isolated place to bed down, dig up, and hide" he spoke, as a wisp of green flame enveloped his false form, and left his true, changeling form behind. Maintaining another form for an entire day, much more a homemade one, took a lot of effort.

Hiding his head underneath the hood of the sheet, he quietly continued on through the town, his glowing, monochromatic, blue eyes being the only source of light in the darkness, as he tried to spot some sort of abandoned building, or an old shack to make his home in.

His blank eyes suddenly widened as his nose caught an unexpected, familiar, sweet smell, causing him to instantly forget his current plan, and focus on what he had just found.

"Wait... Is that what I think it is?" He whispered to himself, taking in another wiff. When he realized what it was, his fanged mouth began to drool.

_Sugar!_

* * *

Applejack yawned. She looked at the lasso she had around her waist, making sure it was still there, and then to the others sitting on the roof of the same building as her. Only Twilight, Pinkie Pie, and herself were awake, and still looking diligently around town. She herself was looking to the several sacks of sugar sitting in front of the Rarity's house, across the street.

"You see anything yet, girls?" She asked.

"Nothing yet" they both replied in unison, still looking in their respective directions.

After letting out a tired sigh, Applejack looked back to the bags. Just as she did so, however, her eyes widened in surprise.

"Girls..." She started, quietly, prompting their attention again. "Someone's coming toward the sugar... And that cloak sure makes him look awfully suspicious."

"Where? Where? Let me see!" Pinkie said, running up to where sat, binoculars in her hooves. After a few seconds of looking at the figure a grin came on her snout.

"Ooh..." She gasped. "I don't know who it is, but it sure looks mysterious!"

"Gimme those" Applejack spoke again, grabbing the instrument from her, as Twilight walked up to them both. "Yep. Never seen a pony here who tried to make themselves look that "inconspicuous," much less wear a cloak like that in general."

"Do you see any distinguishing features?" Twilight Sparkle asked, as she, too, watched the figure.

"Not really" she replied, watching as the figure began to inspect the top bag of sugar, and appeared to sniff it. "The only things that aren't covered are its legs."

"Wait, look at its hooves!" The princess said, pointing at the figure. "What do they look like?"

"Hmm..." Applejack started, as the lenses of the device began to dilate. "I'll be... They look like they're... Full of holes!"

"Well then... I guess we found him. I have no idea why the changeling would be undisguised, but either way... Let's wake the others up" the Twilight spoke again, motioning to the sleeping Rainbow Dash, Fluttershy, Rarity, and Spike.

* * *

_Oh it's been so long since I've last had a treat such as this! _Thoraxis thought in absolute ecstasy, as he tore through the first bag on the pile, and downed another mouthful of the sweet substance, before looking up to, and reading the shoddily-crafted sign the bags laid under. _What fool would even leave a bag of "free sugar" out here, anyway? Oh, Thoraxis, you worrisome nymph, just enjoy the little things in life for on-_

He was snapped out of his thoughts as he felt the sting of something thin wrap around his throat, surprising him enough to cause him to choke on the powdery substance, and spit some of it out.

"What?!" Thoraxis shouted in fear, spinning his head around. He felt a yank the moment he turned his head, and was pulled to the ground with a grunt. He tried to weakly lift himself up when he heard the trotting of hooves on the ground near him, but before he could lift his head, he felt something pull his hood up instead.

"Hah! Gotcha!" A cocky voice went out, as he looked up, lasso around his neck. Thoraxis stared at each of the six ponies and dragon, and instantly recognized his assaulters.

"You! I... I remember you all!" Thoraxis shouted, as he tugged on the lasso, standing back up. "You were the ones that defeated my queen and my brethren in Canterlot! Curse you!"

"Oh, so you were one of the changelings we fought at Cadence's wedding, eh?" Applejack asked. "Just how long have you been in Ponyville for?"

"Hehe... As far as I know, I've been asleep here for only a few days. I woke up yesterday" he spoke. "I just want to know how you menaces got back from that wedding so quickly."

"Uh... Princess Cadence's wedding was... A few months ago" Fluttershy said in her soft tone.

"Yeah, sure, a few months, of course..." Thoraxis said again, shaking his head in a sarcastic way, not believing what the pegasus was saying for a second. All of that changed the moment he looked at Twilight, and finally noticed her wings, which laid tucked by her sides.

"Wait a second... Since when did you get wings?" He asked, after remembering the unicorn he saw back in Canterlot, that had previously lacked them. "Since when did you become an Alicorn? HOW LONG _HAVE_ I BEEN HIBERNATING FOR?"

"A really long time, apparently" Rainbow Dash spoke, as she stayed, flying in the air around her friends.

"No... No, this is all a trick! A filthy lie!" The changeling shouted, defiantly. "You're all lying! I couldn't have been hibernating for that long!"

"Actually… You must've, because it's been nine months, six days, twelve hours, three minutes, and forty-five seconds since that wedding" Pinkie spoke, before shooting a stare back at everyone. "...But don't ask me how I know that."

"Hey, listen here" Applejack began, stepping forward, lasso wrapped firmly around her waist. "I represent the element of honesty, and this here, it's not a lie, or a trick. It's the honest-to-goodness truth."

After looking around, and appearing to fail to find a way to escape, Thoraxis lowered his head, defeated.

"Fine then... Fine then... I'll tell" he started in a whiny tone. He looked back up at the six ponies and dragon with a sigh, a sad expression on his face.

"I'll start with my name. Ponies like names, right? My name is- OH SWEET CHRYSALIS, IS THAT AN URSA MAJOR?!" He screamed, pointing a gnarled hoof behind them all, instantly prompting his captors to all turn their heads behind themselves, some letting out startled gasps, only to see nothing at all.

Wasting no time, the changeling took advantage of his dirty trick, and tore the lasso off from his neck, before his horn began to glow green. Twilight was the first to look back, and see his body become enveloped in the same, bright glow.

"No, stop!" She yelled to him, as the rest of her companions turned and saw the changeling. A blinding, green flash followed, causing them all to cover their eyes. The sound of wings buzzing in the air that slowly grew quieter and more distant came after.

After Twilight reopened her eyes, and waited for them to readjust to the darkness, she saw the changeling had vanished from sight, leaving only his raggedy, makeshift cape fluttering onto the ground.

"Wha- Where did he go?" Rarity cried out, looking around.

"He couldn't have gone far. We need to split up! Quickly!" Twilight immediately said, stretching her wings out, and taking to the air.

"You heard the princess. Everypony, split up!" Rainbow Dash repeated, flying off in another direction with a burst of speed, a rainbow-colored trail forming behind her.

* * *

Thoraxis landed on the ground after a few minutes of flying, and instead began to run hastily through the town, afraid of going into the sky, knowing that he'd be spotted easily by his pursuers. He changed his form to match that of the pony he saw who wore the brimmed hat and held the lasso, in case he ran into one of them again.

His concern was answered when a purple shape unexpectedly dropped from the sky, in front of him, causing him to flinch away. Opening his eyes, the disguised changeling saw Twilight Sparkle standing in front of him, her wings folding behind her back.

"Fluttershy, have you seen the changeling?" She asked. "I can't find him."

"No, I think he got away..." Thoraxis spoke in the pony's country-accented voice, trying to hold in a giggle of how foolish the princess must have been to believe his ruse.

No sooner had that thought gotten into his head, he felt a force of pure magic suddenly hit him like a train, slamming him into the wall of a nearby building, and pinning him to it.

"Nice try, changeling" Twilight said, a smirk of triumph on her face. "But you're not disguised as Fluttershy. You're disguised as Applejack!"

"Urgh... You! Clever..." The changeling groaned in his original, guttural voice, gritting his teeth, as he struggled with the purple, telekinetic force keeping him stationary, morphing back into his true form.

"Girls! Spike! Over here! I have him!" Twilight yelled over her shoulder, before looking back at Thoraxis. As soon as she did, she noticed the necklace with the small sack around his neck, and lifted an eyebrow.

"What's in that bag of yours?" She asked, curiously.

"I-it's nothing" he snapped back, nervously. "Just some of my last, err... Earthly possessions. Very precious. Don't touch!"

"I think I'll be the judge of that..." Twilight spoke again, using her magic to pull the bag and string off of the changeling's neck, much to his worry, as seen on his face.

"Hey, stop! Give it back! That's not yours!" Thoraxis pleaded, frantically, shaking around in an effort to break free. Twilight, for obvious reasons, decided not to heed the changeling, and turned the sack upside-down. A look of confused fascination appeared on her face, as she watched several coins pour from it.

"Money?" She asked, as the last, gold-colored coin clattered to the ground. "What in Celestia does a changeling need with money?"

"Why would I tell you?" Thoraxis said in a bitter voice, angered by her refusal to listen to him.

"Because you have nothing left to do" she replied. "I promise I won't harm you. Just tell me why you're here."

"Never... Never to you... Never to a pony... Never!" He snarled, ominously, as his horn began to glow its green color again. A tiny beam flashed from the tip one moment later, and headed toward Twilight's face, before harmlessly exploding in an ear-popping bang, like a firework, causing her to jump back in startled reaction.

Her concentration now off him, Thoraxis fell to the ground, and ran up to where the alicorn stood, snatching the coins up from the dirt in front of her, and placing them back in the bag with great haste.

After he finished, he looked back up, and saw Twilight had already recovered, and had her horn pointed at him again, seething with magic, and a ticked-off expression painted on her face.

"I see you're partial to illusionary spells" she spoke with a small grin, watching as the changeling began backing away fearfully with a growl. No sooner had she said that, the sound of hoofbeats and wingbeats sounded, and, to Thoraxis's horror, the princess's friends all appeared at once from all corners.

Hissing, the changeling continued to walk backwards, coin purse in his mouth, until he bumped back into the wall he was previously strewn about, cornered. He calmly dropped it to the ground, and looked at all of them, his jagged ears, and webbed tail twitching.

"Okay... H-here's my only warning I'm going to give..." He started, in as threatening of a tone as he could muster, staring at each of them in the eye as they walked closer to him. "Just... Leave me alone, and I'll leave you all alone."

"Sorry, changeling. No deal" Rainbow Dash spoke, defiantly, crossing her front hooves. With a roar, she flew forward, intending to tackle him.

Squeaking in absolute fear, Thoraxis fell to the ground with the small bag, and, in his panic, instantly activated his failsafe spell. A wisp of green flame enveloped him, and he vanished in a puff of smoke, just milliseconds before Rainbow Dash was upon him, who proceeded to fly into the stony wall of the building the changeling was just sitting in front of, with a crack as she impacted against it, and fell to the ground with a groan.

"Holy guacamole!" Spike cried out, running up to the sight, as the last, few, greenish ashes from the changeling's spell departed into the wind.

"Oh no... I-is he... D-d-dead?!" Fluttershy asked in shock.

"No..." Twilight sighed, in a worried voice, as she and the others looked at the burnt-out spot where Thoraxis once stood. "He teleported away."

"Wow... What just... Happened?" Rainbow Dash asked in a dizzied fashion, sitting up, and rubbing her head.

"The changeling teleported away just before you could catch him" Pinkie responded, bluntly.

"Aw... Nuts!" She shouted, hitting her hoof on the ground in frustration.

"He's probably not going to fall for the sugar trick again..." Rarity started. "We can just make another plan though, right?"

"I'll need to look up more on changelings" Twilight spoke. "I'm sure there are other ways to lure them out."

"Well... Then let's get cracking" Applejack said, taking her hat off, and sighing in frustration of their failure to catch their quarry. "The sooner we have us another plan, the better."

* * *

"Ow... Owowow... Ow..." Thoraxis chittered pitifully, clutching his now extremely sore, pain-wracked head with a hoof. Everything felt wacky, hurty, and off.

He exerted too much magic. The amount needed to perform a teleportation spell would normally be enough to give him a mild-to-severe headache, but he was in no condition to have performed one like he just did. He was lucky just to still be conscious.

_I only teleported a mile away... I only teleported a mile away... _Thoraxis kept repeating to himself in his mind, slowly regaining his shaky footing. He looked down and saw, to his relief, that the money that was now laying on the grass beneath him had made it with him, and that he hadn't teleported into a tree, rock, or other unpleasant object. Letting out a sigh, he looked at his surroundings, and saw he was on the outskirts of the town, the closest buildings being a distance off.

Picking up his coin bag in his fangs, Thoraxis began to limp toward the forest behind himself, and his wings appeared to droop. Many of the trees he walked past looked old, and somewhat threatening with their skeletal branches.

Several minutes soon passed, and Thoraxis still saw nothing but more trees. About to give up, he rounded the side of one with a large trunk, and, to his astonishment, spotted an eerie-looking, rickety hut in the distance, illuminated by the moonlight shining through the treetops.

The strange building looked old, and fragile. It had a brownish-grayish color, and had an ancient feel to it, as if the next gust of wind would send it to the ground. Its state of condition told Thoraxis it had been abandoned for quite some time.

"It's... Perfect" he sighed to himself, smiling weakly, before rushing up to it as fast as he could.

He pushed the door open after he had approached it, and it parted from its latch with a rusted creaking noise. Peering in, he saw the small place was devoid of anything, save for the wooden, crack-filled walls, and dirt ground.

After closing the door with his back leg, hearing as the old wooden object hit against the wall, and the rusty latch fell down on the lock, he collapsed onto the dry ground in exhaustion. Moments later, the changeling was sound asleep.


	5. Chapter 5: Moredread

Chapter 5: Moredread

Thoraxis burst into the pet store, out of breath from running all the way there. Because of the events of the night before, he had slept in.

In other words, he was late. Chiphoof's wry reaction to Thoraxis's entrance summed it.

"Oh, ho, ho. Well if it isn't Mask. Late on the first, full day."

"Sorry sir, I felt a little sick this morning" Thoraxis replied, in a tone feigning embarrassment. "A small fever caught me by surprise."

"Oh, hogwash!" Chiphoof piped up. "You look as healthy as a horse."

"Hey, you should be happy I was able to actually make it in" Thoraxis replied. "I stopped heating up after... A few hours. I got, like, no sleep."

"Hrm... I suppose..." Chiphoof mumbled into a small chuckle. "Either way, you'd best get to work. Better late than never."

"Can do sir" Thoraxis said with a small, eager salute. "So, what do you plan on having me work on today?"

"Well, the ferrets need to be fed, the puppies need to be taken for individual walks, the parrots papers need to be changed..." Chiphoof started to list off, to Thoraxis's ire.

* * *

Lunch break eventually came around, and Thoraxis, coin bag around his neck, made his way to Sugarcube Corner, through the bustling, busy streets. The candy-shaped building came into view, and without a second thought, the disguised changeling entered it.

Thoraxis began walking through the store, peering at its multiple items, until, suddenly, a pink shape popped into view, followed by a burst of confetti catching him by surprise.

"Hello!" Pinkie Pie greeted, hooves outstretched. "I've never seen you around here before! I'm Pinkie Pie, and I'm here to make you smile!"

Once Thoraxis calmed down, he immediately recognized the frisky pony from the night before, and his heart began to race. His mind turned to playing it cool, and he tried to follow up on it.

"Eh... Thanks, but, uh... No thanks..." Thoraxis said, brushing her away. She only jumped in front of him again as he walked past again.

"Wait a second... Oh! I know who you are!" She shouted. Thoraxis gave a shocked look, and held his breath, ready to fight, or flee.

"...You're that pony Mr. Cake told me tried to eat that sugar without paying yesterday!" She said again, a large smile on her face. Thoraxis let out another sight of relief, and closed his eyes.

"Y-yep, that's me! Guilty as charged..." He said in a nervous chuckle, scratching his head with a hoof.

"Are you here for something?" She asked. "If you want something yummy, I know where to find it! I work here."

"Well, then. Do you, um... Have anything with a lot of sugar in it?" He asked, uneasily. "...And made with love?"

"Pfff... Almost everything here's made with sugar, silly... And with an extra amount of love!" She puffed proudly, before giving him a strange, curious look, and rubbing her chin.

"Say... Why did you decide to ask about the love part?" She asked. "Not very many people ask about that part."

"No reason, really" Thoraxis lied. "I just like to know my food is made with... Avidity."

"Oh. Well, that kinda makes sense" she spoke again, cheerfully, not noticing anything wrong. "So... What would you like? We've got normal cakes, cupcakes, pound cakes, muffins, english muffins, lemon-muffin surprise-"

"Can I just have a normal cupcake?"

"Of course!" She said, bouncing into the air with an apparent, vigorous glee. "...Just so long as you're willing to pay for it this time."

"Oh, don't worry, I am" Thoraxis answered, jingling the coin bag he had.

* * *

The day ended sooner than Thoraxis expected. He hurriedly trotted to his new home through the darkened streets, and black forest, unmolested by the ponies of the previous night. It wasn't long before he made it to the old shack in the woods, and walked into it.

After checking one last time, to make sure nobody had followed him in a small moment of paranoia, Thoraxis closed and locked the door behind himself, and changed back into his true form in a wisp of green balefire.

"Time to get to work on my room" he sighed, looking at the ground in the center of the building. Without hesitating, he began digging into the dirt with his gnarled hooves, scattering rock and pebbles everywhere as he instinctively carved a pathway into the earth.

After nearly an hour of digging through the course, rocky, and root-filled dirt, Thoraxis had made a large tunnel, connecting to an even larger chamber, twelve feet into the ground.

He sat down, pleased with his work, the closed-in walls of the tunnel's chamber giving him a feeling of home. For the first time since he had arrived to this strange town, he let out a smile of pure, easygoing happiness.

"Maybe... Maybe things'll turn out alright here after all" he said to himself in an optimistic tone, walking up to the nearest dirt wall of the freshly-made room, and placing a hoof on the cool soil. "Maybe It'll-"

He stopped talking when he felt something peculiar, but very distinct, from underneath where his hoof pressed. It felt like a weak "pulse" of movement, if not something similar to a tremor. Curious, he dug into it for a few seconds, until he suddenly hit something solid.

He patted the metal, smooth, flat object, and tried to dig it out further, until its big, rectangular-shaped end was sticking out. Knocking noises proceeded to come from inside, as if a living creature was stuck inside.

Grabbing the corner of the box in his mouth, he pulled as hard as he could on it. Using some magic to assist, and clawing at the dirt that the rest of this heavy "coffin" was in. A few strenuous minutes, and with a final grunt, the changeling tugged the box out of its resting place, watching as it landed on the tunnel's ground with a heavy thump.

"What is _this_?" Thoraxis asked himself, finally getting a good look at the perfectly rectangular, steel-colored, iron sarcophagus, while more, rapid knocking noises came from inside it, partially shaking the object. There were thick chains wrapped around every corner of the box, and they all lead to a single, keyhole-less lock in the center, on top of where the cover laid, strapping it in place.

Just above the lock, near the head of the coffin/box, was writing, chiseled into the metal. It had an absolutely ancient feel to it, judging from the writing style, but Thoraxis was able to make out what it said with ease.

_No pony, be it an earth, pegasi, alicorn or unicorn, can break this lock..._ The text started. _...Underneath this cover lay something that should not be unleash-_

"Blahdy, blahdy, blah" Thoraxis sighed, reading the last of the stereotypical warning. After seeing another bout of movement from whatever was inside the box, his eyes shifted back to the lock.

"It said nopony could open it..." He started, his horn glowing, and an arrogant smirk appearing on his face. "...But it didn't say anything about being a changeling!"

A green beam exited from his horn, and hit the lock in a continuous stream. After a few seconds, he could hear the metal sizzling. After a few seconds more, the lock had become all but mush, and the chains, no longer attached to anything, receded, and dropped away from the coffin, to the ground, with a clatter.

As he was about to examine what laid inside, the lid of the coffin unexpectedly flew to the roof of the tunnel on its own, in what sounded like a sudden explosion from underneath it, causing Thoraxis to jump back with a small squeak of fear. The lid fell back to the ground with a crash of force, and a crunch of dirt, laying still right after.

When Thoraxis hastily opened his eyes, they fell upon the metal box he had unlatched. A black mist had begun to pour out of it like a fog machine, and the changeling could sense right off that it was some form of magic. Not any kind he had ever seen before, but definitely magic.

The black cloud continued to pour out, covering the ground in its inch-high haze. As soon as it brushed past Thoraxis's legs, he felt how icy cold it was, and a shiver went through his body.

Still curious, Thoraxis swallowed his fear as he let out a gulp, and walked up to the box, peering inside. He saw nothing but the inky, and seemingly bottomless blackness.

Suddenly, a voice came out of the blackness, and Thoraxis instantly jumped back, deeply startled.

One word came from inside the murky darkness of the iron coffin, and it was all it took to shake the changeling to the very core of his being like nothing else had ever done in the time he stayed at the pony's town, or before. One whisper that had the sound of pure evil and corruption echoing in its wake. One hiss of a term that usually meant something good, but in this case, even the most foolish of ponies could've heard it was from something that meant only malevolence.

"_Freedom..._"

* * *

Princess Celestia woke up with a gasp at the word, spoken in its all-too-familiar voice, that entered her dream, instantly transfiguring it into an utter nightmare. She had broken into a sweat, and her eyes were wide open, an expression of terror strewn about her face.

Tossing the sheets off herself, she slowly got to her feet, and stepped off of the bed, her legs still shaking. No sooner had she done so, she heard the door to her her room fly open, revealing her sister, Princess Luna.

"Sister... I had a dream... Of _him_" Celestia said, in a fear-filled tone, very unlike her.

"I know. I saw it" Luna responded, walking up to her. She let out a hoof, and caught her elder sibling in a hug.

"Easy, big sister. It was but a nightmare. It was not real" Luna comforted. "You must remember. He's gone now. He must have passed on while imprisoned for the past fifteen-hundred years."

"Perhaps..." Celestia spoke, slowly regaining her posture. "...But we never knew, and we could never be sure. We purposefully wiped out minds of his location, in readiness for the situation that he ever corrupted one of us, remember?"

"I remember it well" the smaller of the alicorns said. "But you must also remember, we made sure no pony, alicorn, unicorn, pegasus, or earth pony, could ever free his prison of its bindings."

"But... Why did it come to mind?" Celestia asked. "Do you think it was a repressed memory?"

"It must have been" she spoke back, reassuringly. "It _has_ to have been."

"I hope you're right... But... It felt so real. Like he was standing in the room, clad in that accursed armor... His voice speaking to me... But that wasn't what caused me to awake."

"What was it, then?" Luna inquired. Celestia looked back at her, concern on her face, before giving her reply.

"It was his eyes."

* * *

Watching in horror, Thoraxis began to tremble as what appeared to be a large, darkened, steel-colored helmet, chestplate, and various other pieces of pony-shaped armor began to magically float into the air on their own, no magical halos to pinpoint who was doing it. Part of the mist floated up from the coffin, and began to amass itself into the armor, fitting itself in, and stretching out, until it eventually created what appeared to be a ghostly, black, equine shape, donned in the gear.

Thoraxis could see right off that whatever the mist and armor was trying to personify, was no ordinary pony. It was way too tall and slim, possibly even able to rival Queen Chrysalis, or Princess Celestia in height an appearance, and the fact that the mist had an unfilled hole on its helmet's forehead, presumably where a horn was supposed to go, and a pair of translucent, shadowy wings forming by its side, gave him the revelation that this thing was attempting to take the shape of an alicorn. An extremely dark blue, transparent, etherial mane of large size seemed to grow out from the base of its "neck," all the way to in between its "ears," with what appeared to be dozens of twinkling, minuscule stars lining it. Its tail looked very similar to it.

The last things to appear on this phantom alicorn's body, were two, glowing, green eyes, each one slowly opening on its otherwise featureless face of darkness, revealing red irises, and slitted pupils. A purple strand of the haze appeared to leak from the corners of both the eyes, trailing off only a short way from the rest of the main body. It stepped out of the coffin, rearing to its full height, towering over the changeling, its head narrowly missing the ceiling.

"Oh... Hello..." A deep, commanding voice that sounded as if it had a slight echo to it spoke, the eyes focussing on the hapless changeling. "I've not met a pony with such a demented appearance such as yourself. It would please me to know the identity of my rescuer. Tell me, peasant, who are you?"

Having enough of what he was seeing, and hearing, Thoraxis, instead of answering, turned tail, and fled out of the burrow he had created, as the creature looked on.

"Hmph" the animated armor huffed, his cold eyes following Thoraxis. He briefly rubbed a hoofplate on the hole of his helmet, noting the missing horn with another small hum.

"Even free at last, and my power is gone. Hmm…"

Thoraxis, at the surface of the tunnel, cursed himself for his insolence, and watched the hole for several minutes, waiting for whatever monstrosity he had released to walk through it. Soon enough, the figure slowly walked out of the pit, and gazed at Thoraxis when its full, tall body was out. No longer afraid, Thoraxis held his ground, a snarl on his face.

"Who are you? What do you want?" The changeling asked. A small, rumbling laugh sounded from under the animated armor's breath, assuming the mouthless shade even could breath.

"I... Heh... I have gone by many names when I was last walking along the surface of this land. My true name... Is Moredread Enmity. I also go by many other, well-earned titles, but I just can't think of any off the top of my head" The being revealed. "...All that laid their eyes upon me would see their blackness of soul, and heart, and doubt, and despair. I do not see you trembling on your legs, lowly creature. Do you know who I am?"

"I'm a changeling, I'll have you know, whose name I'm _not_ going to give, and I... Never heard of you" Thoraxis spoke, blatantly. The malevolent eyes coming from the helmet suddenly widened in what appeared to be complete surprise, and slowly turned on its blackness-made neck, until it was looking at the changeling directly.

"What?" He asked. "Are you dumbstruck? What do you mean you haven't heard of me? I was the one that committed some of the greatest atrocities upon Equestria! I ruled with an icy, iron hoof! I created dark magic! I am the first of the umbrum! I am the most cruel being to have ever walked upon the face of this land!"

"Still not ringing any bells" Thoraxis said again.

"How?" Moredread demanded to know. "Has this land forgotten me in the centuries I've been gone?"

"A-apparently... So" Thoraxis answered. "I've heard of all the evil and powerful beings that threatened this land in the past... And you weren't among the names given."

"Who are they?" The suit of armor and darkness asked, in its cool tone. "Who dares to take it upon themselves to call themselves a threat to this plane of existance?"

"Well... There's Discord..." He started, thinking back to the tales he heard of the spirit of chaos. "I heard of a centaur named Tirek, but he hasn't appeared in centuries. There was some evil unicorn named king Sombra, and I think my queen, Chrysalis might qualify-"

"Wait... The third name... Say it again..." Moredread suddenly asked, as if intrigued.

"King Sombra?" Thoraxis asked, hesitant to continue the conversation with the possessed, alien object, that clearly reeked of evil. "He... Was a wicked unicorn and master of dark magic that took control of, and ruled the crystal empire."

"He was an umbrum, like me" the helmet said, proudly. "He was to be created by my loyal umbrum if I was ever defeated. But... You speak of him as if in past-tense. Why?"

"Because he lost his rulership about a thousand-or-so years ago, when Princess Celestia and Princess Luna defeated him as soon as he started ruling" the changeling started to explain. "He tried to regain control of it again, just a few months ago, but Celestia's students and friends once again beat him. I think he's dead now."

"So, the descendants of my experiments have failed me... As Celestia and Luna had promised me they would..." Moredread said, his voice, and head, lowering into a solemn, and depressed way, eyes closing. "Years of planning... Centuries of isolation... Centuries of waiting... All for naught!"

He looked back to Thoraxis, reopening his eyes again.

"Who is the current ruler?" He inquired, in a whisper.

"Wh-what do you mean?" Thoraxis asked, uneasily.

"Who is the one considered the undisputed leader of this land?" The armor asked again, loudly, stomping toward Thoraxis on his metal hoofplates, staring deeply into the changeling's fear-filled eyes with his own, hellish ones. The same, purple mist still leaked from their green sclera, making things that infinitely more terrifying for the smaller being.

"Those princesess... Celestia and Luna!" Thoraxis finally yelled, cowering, covering his face with his hooves.

As soon as he said that, the animated armor lifted its hornless helmet/head and, after a small delay, erupted into a storm of what sounded like joyous laughter, deeply disturbing the changeling by the sudden turn of emotion.

"Thousands of years in hate-filled isolation, buried under rock, and dirt, and stone, with nothing but my thoughts, and the accursed, closed-in spaces of that tomb to keep me company... All my plans dashed forever… Even now, I'm completely powerless... And I cannot rid myself of this feeling of _pride!_" He spoke again. "Well done my little butterfly! Well done my little moth! I had not expected you both to keep this realm stable for this long! Hah! Hahaha! Well done!"

The changeling was extremely confused at this point, but the expression of terror stayed on his face.

"What are you talking about? Who _are_ you?" Thoraxis once again asked. The being turned back to him, refocussing its supernatural gaze on him.

"...One who is no longer the same, twisted old alicorn that wishes to continue dark pursuits of yore..." Moredread finally spoke, after taking in what sounded like a breath. "Now, you speak to one that seeks only simple retirement after eons of imprisonment. If you'll excuse me, "changeling," I have a letter to write..."

With those final words, the possessed armor calmly, and slowly, walked back down the hole it had emerged from. Once out of sight, all Thoraxis could do was lean against the wall, and wonder as to how life in this town would really turn out after all.

* * *

**Author's Notes: **The only thing I'll say about Moredread, is that he played a rather "influential" part in Celestia's, and Luna's early lives, and was around (and imprisoned) before any other villains you see in the series. We'll get to more on his background story in my next story, with some tidbits of his past scattered out in this one, and it is going to be... Big. And well-detailed/fleshed out, with huge character development on his part. Also, think of him as being voiced by the guy who did Ares from _Injustice: Gods Among Us._

To say in the very least, Moredread is a tragic character, whose involvement in Equestrian history will answer many question the show's staff haven't explained yet, or will not explain, such as the origin of the crystal heart. And trust me when I say this: When you hear of his past and what he had done, Tirek, Chrysalis, and every other villain you've seen will look like a **pushover**.

One last thing: He is not going to be the last OC/new character in the story. That honor will go to who's going to get introduced in the next chapter, and I think you'll find it to be rather... "Eggsellent."


	6. Chapter 6: Along Came an Egg

Chapter 6: Along Came an Egg...

On the bed in her house, Twilight Sparkle laid, scanning the book she held, open, and suspended in the air in front of her, a purple halo of magic holding it. She steadily read through the book, until she reached the final page.

"Oh... Grrr! I can't find anything!" she groaned to herself, closing the book, and tossing it onto the pile of other, thoroughly read volumes and tomes that sat next to her bed, each one she had spent the entire night reading.

"Was that the last one?" Spike asked.

"Yes..." Twilight yawned, stepping down from the bed. "...And still nothing."

"Any idea where else to look?" Spike inquired again, watching as his friend hopped down to the ground level of the treehouse, where he was.

"I have no idea" she spoke. "I bet I just missed something. Maybe I should read through them all again."

Spike growled in annoyance, and ran his clawed hand through his face. Owlowiscious, after rustling some of his feathers, hopped off from his perch, and into the air, before landing by Twilight's desk.

"Hoo" he hooted.

"Huh? What is it, Owlowiscious?" Twilight asked, turning to him.

"Hoo" he hooted again, this time gesturing to the quill and parchment on the desk. "Hoo-hoo."

"I think he want's you to write to Princess Celestia for help" Spike said, pointing to the bird.

"But... I don't need her help! The others and I can handle this" Twilight replied, obstinately. "All I need to find is just one, little thing that I can use to flush the changeling out into the open. It's not something I need the princess to help with."

Spike looked toward Owlowiscious again, and then stood there, a thoughtful expression on his face, before a lightbulb went off in his head, and he snapped his finger with a smile.

"Wait... Do you think Princess Celestia has any information on changelings?" He inquired.

"Well, I she might... I mean, she _has _been around for a while. She probably knows a thing or two on how to deal with them" Twilight spoke, walking up to the desk.

"C'mon, all you have to do is ask her what you want to know, and not why" Spike shrugged again.

"Alright, alright" she finally conceded with a small laugh, levitating the feather quill with her magic. Looking at the paper, she dipped the quill's tip in the ink, and began to write down her message, reciting what she wrote.

"Dear Princess Celestia..."

* * *

Princess Celestia walked through the wide, and mostly-empty halls of the castle, a pleasant smile on her face. Peaceful, morning sunlight showed through the tall, stained-glass windows on the right of her, courtesy of the newly-risen sun.

Soon, she passed by a butler, dressed in a formal tuxedo that covered his brown coat, cheerfully working on placing some lovely, multi-colored flowers in a pot on the nearby windowsill, and dusting it off. He noticed the shape of Celestia from the corner of his eye, and turned, in respectful attention.

"Oh! Good morning, princess" the servant greeted, warmly.

"Good morning to you, too" she replied, cheerfully.

Before either of them could talk further, a small, green flash appeared next to the Princess's face, followed by a wrapped-up paper scroll materializing just in front of the Princess, wrapped in a red string.

"Oh? Is that from your student?" the servant smiled, watching as the princess caught it in a magical halo. "She hasn't sent you one for quite a while, has she?"

"She hasn't. It must be from her!" Celestia replied, in a happy, and precedent manner, eagerly unsealing it, and unraveling the parchment. She began to quietly read the message, but her eyes stopped scanning the moment she read the greeting line, which was not what she had anticipated it to be.

_To, my little butterfly... _It said.

Her eyes suddenly widened, pupils dilating, and her smile simply disappeared, exchanging itself with an expression resembling sheer surprise, or even terror. She gasped, and began to walk backwards, not taking her eyes off of the writing.

"Um... Princess? Princess Celestia, are you all right?" The butler asked, concern building up in his voice, as he watched Celestia's magic cease, dropping the scroll to the floor, where it sprawled out with a rustling noise, her eyes still focusing on it, despite it no longer being open.

"No... No..." She stuttered, terrified, oblivious to the castle's worker that she was now deeply scaring in the process. "It can't be... That's... That's i-impossible..."

Celestia's eyes rolled into the back of her head, leaving the whites of them exposed, and she keeled over on her side, collapsing on the ground after a final gasp. The servant, very afraid of what was going on, immediately ran up to her fallen leader, and knew what had happened.

Princess Celestia had fainted.

* * *

"You seem a little off again today, Mask" Chiphoof spoke to Thoraxis, as the latter was feeding some rabbits.

"Sorry... I had another long night" he replied, thinking back to the unholy aberration that was currently living in his house. The one that _he_ was now, basically, forced to live with, seeing as how there were no other abandoned houses to live in.

"Well... That's unfortunate" Chiphoof said again, just before the doorbell rang. Letting out a small cough, and composing himself, he went to the door and opened it, but when he stuck his aged, grey head out, he didn't see anyone.

"Hello? Is somebody there?" the shopkeeper asked, looking around. After seeing no-one, he turned his face to the ground, and saw a colorful basket.

"Well, well. What have we here?" The old stallion asked, bending over, inspecting some sort of bundle in the object by the doorstep, and the even smaller piece of paper that laid on top of it. Shrugging, he grabbed the handle in his mouth, and took it inside, closing the door behind himself.

"What's that?" Thoraxis inquired, noticing the object from the corner of his eye. "Who sent it?"

"Huh... The letter says that some feller what calls himself "_D._" sent it" he replied, after putting it down, and reading the note. "I wonder what it is..."

He flipped the fabric covering most of the basket, and saw a rather big, dark, grayish-green, spherical, but somewhat crooked-looking object. Gazing at it in awe, he took it out, and studied the object, which he soon noticed was an egg of some kind, and slightly bigger than his hoof, unlike anything he had ever seen before. The sphere had multiple, tiny bumps going along itself in random order, much like a cucumber, giving it the appearance of something trying to mimic a rock.

"It looks like an egg" he finally said.

"Whoopie... Someone abandoned their pet" Thoraxis said, sarcastically, and half-listening, continuing his work.

"Nah, I don't think so" Chiphoof replied, putting the egg back in the basket, and walking up to his worker. "It doesn't make much sense that someone would up and abandon an egg, of all things, at the door, without asking me to take it in. It hasn't had time to hatch yet, and either way, I haven't seen anyone with one like this before. Trust me, I've seen all kinds of eggs, and this one isn't something I've seen getting sold before..."

"Ugh... Let me see it" Thoraxis groaned, deciding to look at the object out of curiosity. He looked down into the basket, and noticed the odd shape of the egg. A shape he noticed right off.

"Wait... Wait, I know what kind of egg this i-..." He spoke, before stopping, his tired eyes suddenly shooting open, almost to the point of being bloodshot the moment he realized what egg this was..

Chiphoof turned his head to the side, looking at his employee.

"You do?" he asked. "What is it?"

"Oh, uh... Wait, heh, um... My mistake" Thoraxis hastily replied, in a nervous voice. "I-I guess I don't know what egg it is, b-but I would recommend you put is somewhere really... Safe."

"Well, I know that" Chiphoof replied, before looking at him again, strangely. "You seem to have be acting weird around the egg. Is there something wrong?"

"Oh! Heh, nothing's wrong, sir. Nothing at all, hehe... Heh" Thoraxis chuckled, nervously, turning away, dumping more food into the rabbit's pen, which he didn't realize was more than what was required.

"Hmm... Well, I'm going to put this thing in an incubation chamber" the elderly pony said again, turning away. As he did, a single thought went through Thoraxis's head, as he watched his boss walk off with what he knew was an extremely precious object.

_How could that pony have gotten his filthy hooves on a changeling egg?!_ the changeling thought with outrage, as he watched Chiphoof carry the delicate sphere away. A sudden feeling of instinct went through his body, and, without thinking, he walked forward in hot pursuit.

"S-sir?" he asked, once he reached Chiphoof. The elderly pony turned once more, put the basket, neatly on the ground, and looked at him.

"Yes?" he replied.

"Er..." Thoraxis stuttered again, looking toward the changeling egg. "That egg... Can I possibly... Have it?"

"Oh? So you _want_ it now, do you?" Chiphoof smirked, looking down to the egg. "Why would that be, I wonder?"

The changeling stood there, pondering what to say next. The first excuse that came to mind was the one he used.

"L-lonely! I'm very, very... Lonely" he stuttered. "That kind of lonely loneliness that only a... "Pet..." could fix."

"Are you now?"

"Yes..." he sighed, looking to his disguised hooves.

"Well... I don't see why not..." he laughed.

"Y-you will?" Thoraxis smiled, walking up to the basket. "You mean... I can have it? Really?"

"Just promise me you'll get good sleep tonight, Mask" he replied, pushing it to him, gently. "And remember to take good care of it."

"I... Will" he promised.

* * *

It wasn't long after, that Thoraxis was able to head home. He held the basket with his teeth, his basic instincts mistrusting any use of magic, and soon came to the old shack. After opening the door, the first thing he spotted was Moredread, who sat in the corner, near the hole that was made just the day before.

"Hello, peasant" the shadowy creature greeted, as he seemingly paid no attention to him, and was instead diligently looking at something in front of himself.

"Um… Hello... _You_" the changeling uneasily replied back, as he transformed into his true, insect-like form in a puff of green flame. When he placed the basket down, he then noticed what the possessed armor was looking down upon, which was a rather large book, and it was open, and levitating off of the ground, through some invisible force.

"Is that... A book?" he asked.

"Why, yes it is" the revenant replied, in a cheery, but low voice, before lifting one, ghostly foot up, showing off several more books just like it, stacked behind himself. "I'm catching up on some of the land's history in the eons I've been gone for, and I must say, It's quite impressive what has occurred in my absence. Utterly remarkable."

"Where? H-how?"

"Oh, it's quite simple, really..." Moredread chuckled, closing his eyes, as if thinking back to it. "I may have lost all of my destructive powers, but I still have just enough to perform some of the lesser spells, such as teleportation, levitation, and clairvoyance."

"But... Where did you get those books?" Thoraxis asked again. "You're going to expose me!"

"From the town's library, of course" Moredread replied. "And don't worry. I used my clairvoyance spells and sorcery to spy on the local populace. Some place that was built inside a tree was the nearest I could find, and once I saw a book I wanted... "Poof!" it came to me, with nopony none the wiser."

As he finished his sentence, he couldn't help but notice the bundle in front of Thoraxis.

"What's that you have, peasant?" the ghostly creature asked, once it laid its ghastly eyes upon the egg.

"It's a... Changeling egg" he replied. "My boss found it by the doorstep, and... Well... I couldn't leave it there. All I want to know now is who in Equestria left it there in the first place."

"I know who did it!" a completely new voice suddenly yelled out, in an unfamiliar voice that filled up the room in a loud echo. Thoraxis's chitinous face went as pale as physically possible as a changeling could make, and he spun around, looking for the source.

"Who said that?!" he shrieked.

"Me!" the voice said again. With a blinding flash, a large creature, possessing the body parts of numerous creatures appeared, floating in the air, between Thoraxis and Moredread. Thoraxis, despite only hearing stories about him, could tell who it was right off, the moment the shape got into full view.

It was Discord, the spirit of disharmony and chaos himself.

"You should see the look on your face!" he laughed out loud, pointing at the smaller, and clearly shocked being in front of himself. "Priceless! Hahahaaaa!"

"I... You... I... What... You... What in queen Chrysalis is wrong with this town?! What in everything that makes sense are_ you _doing here?!" the changeling screamed, as the glow on his horn disappeared. He backed into a corner, and placed his front hooves over his head, before he started whimpering, the sheer amount of confusion and stress finally getting to him.

"Sorry to "buzz" in in such a short notice, but I've got business with you, Mask. Or, should I call you, "Thoraxis"" the draconequus said, as his wings briefly morphed into a transparent insectile pair, a dead ringer for Thoraxis's own, and hummed for a few seconds, before morphing back. As he was going on, a fabricated, cartoonish wanted poster of villainous-looking Thoraxis, wearing a cowboy hat, puffed into his griffin claw, and held it up to the changeling, as if comparing the image.

"My dear friend, Fluttershy, told me she was looking for a particularly nasty changeling matching your description, and according to this "completely legal" document I have here, I've got you dead to rights, leg-holes and all."

"You said you used the egg... Where did you even get that egg in the first place?!" the changeling shouted again.

"I was... Spelunking" he spoke, in what sounded like a blatant lie, as his attire changed to what a mountain climber would wear. "And then... Pow! There it was, sitting on a... Rock. Yes, a rock... Right in front of me. I couldn't just leave it there, so I took it, and then, whaddayaknow, it made the perfect bait in getting you out! Imagine tha-"

"I'm truly sorry to interrupt, my mismatched-looking guest, but who exactly are you?" Moredread's monotonous voice butted in. Discord turned to him, a sarcastic look on his face, before realizing what he was looking at.

"Take a wild guess" he spoke, folding his arms.

"Well then, hmm... Give me a minute" Moredread sighed, levitating one of the books he was reading to his face, flipping through many of the pages. While waiting for his answer, Discord turned one of his hands into a file, and began to sharpen his nails.

"You must be... "Diphthong," if I'm not mistaken" he finally said, a smile forming on his phantom mouth. "Strange name you have. Is your job around here having something to do with spelling?"

"It's "Discord," actually" the draconequus corrected. "Spirit of chaos, disharmony, and all that. Charmed to meet you, mister...?"

"Moredread" he replied. Moredread Enmity."

"And he said _I _had a strange name..." Discord whispered into Thoraxis's webbed ear, after teleporting to him. The changeling continued to look at him fearfully, as he flew away, into the open again. After seeing his expression, the draconequus changed his own to a happy one, reminiscent of that of a cherubic child, looking as innocent as possible.

"Oh, don't worry" he chuckled, flipping his wrist. "I'm not going to turn you in. I just want to watch what kind of beautiful chaos will unfold from all this."

"Then... Why did you give me this egg?" Thoraxis asked, looking at the spherical object in the basket.

"Why, for added flavor, of course!" he chuckled. "Have fun taking care of it, by the way. I know how you changelings can get quite a bit... "Attatched" to them, if you know what I mean. Uncontrollable parental instincts and all..."

Thoraxis glared at him, before lowering his head, accepting the fact.

"Well, that's all for now, I suppose..." Discord sighed again, a watch suddenly puffing around the wrist on his lion-like arm, telling him the time. "Fluttershy and I are having our regularly scheduled Tuesday tea tomorrow morning. Need to get some rest if I don't want to be late. Ta-ta for now, you three! Oh! And Thoraxis..."

The changeling looked back up at Discord's face, now curled into a much more serious visage.

"...Good luck."

With a final wave, Discord vanished, leaving them there. Thoraxis quietly looked to the egg in front of himself, an unsure thought for the future going on in his mind, and unready look on his face, showing what he felt for it. Moredread, however, as if having already forgotten the encounter, shrugged his shoulders, and went back to reading.


	7. Chapter 7: A toy Thief in Ponyville

Chapter 7: A Toy Thief in Ponyville

Outside of her tree house, Twilight Sparkle trotted away, over the dirt-laden ground, with a saddle around her back, and several scrolls, or rolls of paper pocketed in the two sacks that hung on its sides. Beside her, the purple form of Spike walked as well.

The expression the princess wore on her face as she walked would have easily been interpreted as one of impatience, but at this point, it had evolved into one of pure frustration. Two days had passed since she sent the message to her mentor at Canterlot, and no response had come. She continued to reassure herself that Celestia was only busy with regal duties, but it didn't comfort her much.

It wan't long before she came upon the figures of four of her friends in the distance. While she looked at each of them, she also noticed that the fifth shape of Pinkie Pie was absent, to her slight confusion.

"Good morning, Twilight" Fluttershy greeted, once she was within earshot. "Did Princess Celestia write back to you last night?"

"No..." she sighed, lowering her head and ears in a solemn way, before perking them both up again, and taking out the multiple folds of paper she had in her saddlebags. "...But I spent a lot of time planning for our next move against the changeling. Some of them are still in the beginning stage, but a few others are ready for use, and I've got a good feeling about them."

"Ooh, then let's hear them!" Rarity said, in an enthusiastic tone. "I'm sure the first one will be a doozy!"

As she spoke, Twilight finally saw the appropriately bright pink form of Pinkie Pie, hovering around in back of everyone, snout, eyes, and upper body to the ground as low as physically possible as she could perform, crawling along it as if looking for something, but in an extreme, and impractical way, reminding her of a pony-shaped bloodhound. Sitting on her rump, with a blank expression on his purple, reptilian eyes, was the small shape of her pet alligator, Gummy. On his head was a doll-sized deerstalker cap.

Ignoring the usually strange behavior of her friend with a smirk, and a roll of the eyes, she flipped open one of the multiple papers, this one filled with the hastily scribbled writing detailing one of the multiple plans she formulated, when the sound of a belch suddenly interrupted her, coming from Spike's direction. When Twilight turned her head, she instantly saw, with a surprised smile on her face, that the dragon was holding a scroll of new design in his hand, wrapped in a red seal.

"Uh... Twilight..." he started, as he handed it to her. "I think this is for you."

"Finally, a response!" she cheered aloud, happily, as she clapped her hooves together with glee, instantly forgetting about the previous conversation, as seen by how she dropped all the notes she held in the air, letting them fall to the ground. She used her telekinetic magic to grab the scroll out of Spike's small hands, and brought it up to her face, tearing the seal off of the paper in her haste.

"Does it say anything on how to catch a changeling?" Rainbow Dash asked, no sooner than the princess had begun reading.

There was silence for the next few seconds, as she continued to examine what was written down. As she read on, her excited face quickly turned to a confused one, and once she finished, she looked back up to each of them.

"No... It doesn't" the alicorn responded, in a lower voice. "All it says is that Princess Celestia and Princess Luna want us to come to Canterlot... Immediately."

"What for?" Fluttershy inquired.

"It doesn't say" she spoke again. "It just says that there's something of "extreme importance" they want to tell us... In person."

"Well I've got nothing planned. Let's do it!" Rainbow Dash said, raising a hoof. "Everypony else in?"

"I'm in!" Applejack shouted.

"As am I" Rarity agreed.

"I... Guess I can go, sure!" Fluttershy said, cheerfully.

"Pinkie, what about you?" Twilight inquired, looking over her shoulder to the earth pony a few feet away, who had begun examining a small rock in her hoof, very closely, with a magnifying glass.

"Can't" she replied, abruptly, continuing her enigmatic search without hesitation, tossing the pebble away, and moving to the other side of the road.

"Well... Why not?" Applejack asked.

"Because somebody stole all of Pound and Pumpkin Cake's toys last night, and it's driving Mr. and Mrs. Cake crazy! I'm willing to bet my cutie mark that it was the changeling!" she continued, as she spied under a nearby rock with her magnifying glass. "At first, I was all like "I'm okay with you just skulking around, Mr. changeling" ya'know, doing nothing really bad and everything, but now he's stolen my bosses's kid's toys! You know what it is now? Personal. You know what that means? _WAR!_"

"Pinkie... What in tarnation would a changeling want with children's toys?" Applejack asked.

"I don't know... Yet... But I'm going to find out!" she replied, confidently. "You girls go to Canterlot without me. I've got a toy thief to find!"

Rainbow Dash shrugged, while Rarity, Applejack, and Twilight rolled their eyes.

"Pinkie, darling, are you sure?" Rarity asked again.

"Positively positive" she replied, with a finality to her voice.

"Well, alright... If that's your final decision..." Twilight sighed, with a shrug, as she set to gathering up the fallen rolls of paper she previously spilled on the ground. "We should all get ready."

"Meet back here in an hour?" Applejack asked.

"Race ya!" Rainbow Dash laughed, in a competitive tone, playfully punching the earth pony next to her in the shoulder with her hoof.

As she sped off, intent on winning the challenge, the others went off in their own directions, along with Twilight, who took only a few seconds to recollect her belongings, and turned, heading back to the treehouse with Spike in tow. Pinkie and Gummy were soon alone, and the pony took the baby alligator off her back, and placed him on the ground.

"Gummy, you check around the school, and I'll check around the spa" she said, giving orders to her pet.

The small reptile looked at her with its blank eyes in response, silence radiating off of him, until he let his forked tongue out, and slowly licked one of his glassy eyes with it.

"Good" she spoke again, as if replying to something Gummy said. Turning her pink snout to the ground once more, she began to crawl off, leaving no stone, no matter the size, unturned, as she traveled to her destination on the other side of Ponyville.

Gummy just continued to stand there, unmoving, the deerstalker cap he wore shifting to the side of his head as a gust of wind went by.

* * *

In the dug-in den, underneath the foundation of the rickety old house, laid the ghastly form of Moredread, each of his phantom legs lying beneath his own body. His wings were tucked by his side, and his helmeted head was looking in the direction of the egg he had been guarding over for the majority of the day, which was sitting on a rather comfy-looking, and secure pile that was a mixture of mud, dirt, and fuzzy children's toys, right next to him.

Still not understanding as to why the changeling had stolen the latter objects from the night before, but not arguing against it, he remained there, patiently watching the small, studded egg, with a stalwart, twinkling seriousness and somewhat zeal in his red-and-green eyes. A look only a parent would normally have had. A look he once remembered wearing, many, many ages ago...

The sudden sound of the creaky old door on the surface caused him to finally, albeit slowly, drag his eyes away from the precious object. He looked to the base of the tunnel, and, as he expected, saw a pony-sized shape, with an added feature lumped over its back, descending into the tunnel he and the egg rested in.

The shape was Thoraxis. The undisguised changeling appeared to be carrying something behind himself, over his back, which the phantom quickly realized was a sack, and an apparently filled one, at that, judging by the volume it possessed.

"How is the little one?" the changeling asked, once his glowing, blue eyes focused on him, and the egg next to him.

"The egg is well. Nothing touched, or moved it while you were gone" Moredread replied, looking back at it in a caring manner, as he, himself, began to stand up. "I did, however, perform several, small tests on it while you were gone, each absolutely harmless, I assure you."

"They better have been..." Thoraxis growled, his face changing to one of slight vexation, before lighting up again, once he was close enough to see it was alright for himself. He plopped the sack next to the makeshift nest where the egg was, and began to sift through the brown, stitched-together, raggy satchel. Out of it, the changeling pulled out a plush, red dragon doll, and put it with the others items, fixating it in place.

"Might I dare ask, what you are doing with those foal's playthings?" he asked, speaking to the changeling once more, as he watched the smaller creature adding the objects on the pile.

"Because these are the only things that can incubate the egg" Thoraxis said, as he pulled out a teddy bear, and put it down. "These toys were either given with the care only a parent could have for their child, or handled with the affection and attachment that only that young foal could produce. Without my queen to raise it herself, only this kind of care can hatch a changeling egg."

"Ah, yes... Love. The emotion you creatures apparently feed on, or so I've read" Moredread chuckled. "So... Even in the first stage of your lives, you creatures depend on it?"

"Only when my queen is not around to care for the eggs in her way, by herself" Thoraxis said again, as he made sure the last item, an old, gray, stuffing-filled pony doll, complete with button eyes, a yarn mane, and blue-and-white polkadotted pants, was out of the sack, and placed in a position of best comfort on the small nest-pile. "Without the queen to directly take care of them, they'll wither and die."

"So... These toys are they only thing that will hatch her successfully?" Moredread asked once more, as he neared the tunnel's entrance.

"Yes, that's what I'm say- wait... What do you mean by "her?"" Thoraxis asked, catching easily-missable word that the shade said at the last moment, causing him to turn back.

Moredread only stared back at Thoraxis in response, a cold, bland, stony expression on his otherwise transparent face, as if mocking him in some way, while his ethereal mane he bore shimmered behind him. The silence that came between them was broken as the revenant suddenly let a long, drawn-out, low, obviously entertained, and somewhat threatening laugh escape his mouth, that slowly escalated in volume as it went on, rattling the surrounding, tunneled-in environment they were both in with its echo, even a minute after he finally stopped.

The changeling's neck cricked to the side, and his face bore a confused expression, reflecting his perturbed reaction to what Moredread was hinting at, before his mind began to think of what "harmless" experiments he truly performed. It was at this point he shook his head, trying to rid it of the nightmarish, fabricated thoughts that entered it, as he looked back at the egg, noticing how it looked absolutely untouched.

"Gender... Doesn't really matter in a changeling society anyway..." he said, anxiously, in an attempt to change the conversation, watching as Moredread turned once more to leave.

"I shall be reading more on the latter-day history, should you need me" he said, his voice returning to its previous commanding, and controlled tone. "Golden Oak library, surprisingly enough, is the perfect source of information for my needs. I am ponderous as to what stallion or mare maintains the place..."

Even as Moredread left, still talking to himself, and leaving Thoraxis alone with his charge, the changeling couldn't remove the worrying thoughts of what his ghastly alicorn roommate did to the egg, harmless or not. He checked it over once more, and sighed in reassuring relief as he saw it was perfectly fine.

He slowly lied down next to the rather comfy nest, and curled up against it, after making sure the egg was comfy enough. With his head on the ground, he looked up at the spherical object, which he now realized was slightly larger than it was two days before.

"So, you're going to be a girl?" he asked it, as he yawned, and his eyes began to close, as he drifted off into sleep. "I gotta... Think of a name for you..."

Less than a few minutes later, Thoraxis, unable to think of any in his drowsy state, fell soundly asleep, next to the precious object, hugging the nest .

* * *

**Author's notes:** You'll never believe this, but I like to think that Thoraxis made a cameo appearance in the episode "slice of life"! If you watch it, you see a changeling attending the wedding. Sure, the episode takes place a long while after the beginning of this story, but it fits for what I have planned in the future!


	8. Chapter 8: Everything Goes South

Chapter 8: Everything Goes South

"So, Twilight, d'you have any idea about what the princesses know about changelings?" Applejack asked, as Twilight, Rarity, Rainbow Dash, Fluttershy, Spike, and herself trotted up to the castle's entrance. It had been only two days since their departure from Ponyville, and arrival to Canterlot, but to Twilight it felt like only minutes since they left the town, and arrived to the large citadel that was now before them. The moon showed down on them from above, bathing them in its silver rays, while the stars twinkled and shined.

"I still have no idea what they might know, but we're about to find out..." the purple mare replied, as they approached the door, guarded by two, large earth pony stallions. Each one bore a white coat, and were clad in well-polished, golden armor, with a blue crest adorning the helmets, and spears held in their hooves.

"Greetings, Princess Twilight," the first one greeted, in a deep voice, both of them bowing humbly to her. "Princess Celestia is waiting for you and your friends inside. She told us she had urgent business to discuss with you all."

"Thank you," she said back, in an appreciative tone, before turning to her friends. "Come on, girls. Let's go."

After a hearty, and almost simultaneous "Right behind you!" from everyone, including Spike, the guards opened the doors up, and the six entered the castle's entrance hall. Passing into the hall, the doors were closed behind them with a stony clap, and they all continued on, to the throne in the back, walking past the many stained glass windows that depicted important events of the past. Each pony couldn't help but gape in awe at their beauty and detail, despite having seen them dozens of times in the past.

"Hello, Princess Celestia!" Twilight greeted, with a large smile on her face, once they were within earshot of the tall, white, rainbow-maned alicorn sitting on the throne, her voice echoing from the walls. Twilight's expression slowly faded as she noticed that the look her mentor wore remained grim.

"Hello, Twilight," she finally greeted back, her voice somber and serious, and lacking any positive emotion at all, as she stood up, and walked down to them. "I'm glad you came."

"This is about the changeling, right?" she asked again. Celestia shook her head in response.

"This isn't about the changeling, no," she quickly spoke, much to the surprise of each of them. "This is something of a much greater magnitude..."

"What's wrong?" Rainbow Dash asked, pointing out the obvious question each one wanted to ask.

Celestia, her brilliant, multi-colored mane suddenly drooping in a melancholy way, let out a sigh. "Something of an unspeakable evil has been unleashed upon Equestria. Something I need each of your help defeating."

"Ooh. Is it Queen Chrysalis?" Applejack asked.

"Is it Sombra? Did he come back?" Fluttershy inquired, uneasily.

"My money's on that Discord turned evil again." Rainbow Dash guessed. Princess Celestia only shook her head once more.

"You've never faced him before, and, if I'm correct, never heard of him either. His name is Moredread Enmity..." she began. "In the past, he was the ruler of Equestria before Luna and I, from over two-thousand years ago. He ruled the land with hatred and fear, and every pony under his reign knew only suffering, hardship, and terror in every waking moment of their lives. Friendship, happiness, joy, and beauty were all but unknown or forgotten to them during this time."

"Tis true," another, familiar voice agreed, from behind them all. Spinning around, they all saw who it was.

"Princess Luna!" Twilight said, not expecting her presence. "Where were you?"

"I was just arriving," she revealed, before continuing where Celestia left off, as she walked to her side. "As my sister said, Moredread was, indeed, a heartless, cruel being. He was the first foe we both ever faced, and defeated, with the Elements of Harmony."

"But... why have I never heard about him before?" Twilight asked. "None of the books on the history of Equestria ever mentioned him."

"Because his deeds were so brutal, so completely... _horrific_, that we decreed that every scrap of knowledge or record detailing him be destroyed, to keep the pain of his memory from blighting the land," Celestia calmly replied.

"Um... if you don't mind us asking, how horrific were they, exactly? Spike inquired, curiously, before the others could. Celestia and Luna looked at each other, before the younger sister nodded in agreement, and spoke.

"Every villain you've all encountered so far, Queen Chrysalis, King Sombra, even Discord, before he was reformed, have had one thing in common for their ultimate goals: domination." she started. "Moredread Enmity wanted something worse. That goal was the absolute _destruction_ of our entire world, and the quietus of every living being to inhabit it. In more blatant words, he wanted to bring about the_ end of all life_."

The look of shock on Twilight and her friend's faces told the two sisters that the words had the proper impact. "We know he has returned, because he sent my sister a letter, the day before we asked for your presence," Luna said again, just before the scroll in question materialized in a purple-blue flash over her shoulder. "This is the document of which I speak."

"Umm... may I see what he wrote?" Fluttershy asked in an almost-impossibly polite voice, walking up to them both. "I mean, if that's okay with you."

"Of course," Luna answered. She let the rolled-up paper hover down to the pegasus, and used magic to unravel it, so she could read. Fluttershy spent the next thirty seconds skimming through it, while the others waited in anticipation for what she had to say.

"It... looks like he's... inviting you both somewhere," Fluttershy spoke up, in her gentle voice, once she had finished reading halfway. "And he sounds... really well-mannered about it."

"Where?" Rainbow Dash and Rarity asked in unison. Fluttershy scanned down the letter as fast as she could, and let out a frightened gasp when she reached its end.

"Ponyville."

"Ponyville?!" every being in the room, except for Celestia and Luna, cried out. Twilight, clearly aghast, looked back to Celestia and Luna. "Wh-what's he doing there?"

"That we don't know," Luna replied. "When we sealed him away underground with the Elements of Harmony, for what we thought would be forever, we used a mind-wiping spell on ourselves to keep us from knowing where he was, just in case he corrupted one of us with his dark magic. It's certainly possible that his resting spot was discovered by a hapless pony, but even if it was, we placed enchantments on his coffin to keep any pony from being able to open it. Judging from what you told us earlier, the only possible culprit responsible for releasing him would have been..."

"...The changeling," Celestia finished.

"Princesses, why would Moredread attempt to do something so terrible, anyway?" Twilight decided to say, speaking about the previous subject as she processed what was going on. Celestia lifted her head, and looked to the ceiling with a thoughtful expression, as she tried to remember.

"He was once a noble alicorn, but went completely mad," she started. "How he was driven to his violent insanity, I do not know, and what he did to Luna and I... I do not wish to tell you."

"Okay..." Twilight said. "How do you think we can-"

"Wait a second..." Luna interrupted. "Where is the pink one? I do not see her with you."

"Pinkie Pie? She stayed at Ponyville," Rainbow Dash said, before her face froze, and paled in realization. "Uh oh... Do you think she's alright?!"

"Quickly, all of you!" Celestia shouted, urgently, as a white glow started to form on the tip of her horn. "We must go there at once!" The orb of magic suddenly expanded as she spoke, and covered ever pony in the room in its light, sealing them all inside a bubble-like construction. One moment later, it vanished in a bright flash, as they all disappeared.

* * *

Back in Ponyville, there was much going on for Thoraxis. His shift at the pet store had just ended, and the cape of stars that was the night had fallen across the sky. With some haste, he had been trotting all around the town, looking through windows for anything of value to help the egg back at his house. He rechecked every spot that he had burglarized last, and peeped through the windows of some of them, but didn't see anything, and his list of abodes soon shortened.

"If I could just find one more stuffed toy..." he whispered to himself. "One more, and then..."

He stopped talking when something very noticeable caught his eye. Looking to his left, next to the house that he remembered belonged to Rarity, was a large pile of something he quickly realized, to his great (and, understandably confused) delight was exactly what he was looking for. A pile of toys and trinkets, leaned against the building!

"Ooh... Now THAT'S what I wanted to see!" he quietly shouted with glee, quickly running up to the pile of items. Crudely written on the wooden sign lying next to it, in green paint, was a large "FREE, USED FOAL'S TOYS," practically smeared on. The paint looked, and smelled fresh, but Thoraxis was too busy looking over the _obviously_ more important objective at hoof without worry.

"These will do nicely," he continued, as he sifted through the pile with his magic, looking for the largest, and most love-filled ones. "Though, I can't help but think that this situation seems oddly familia-"

"Now!" a loud voice cried out, interrupting him. Jolting his head up in surprise, Thoraxis saw a large shadow of some sort, one he hadn't noticed looming overhead in his previous excitement, coming down on him. Before he could even let out a shriek of horror, it landed on him with a thunderous clatter, and a loud thump. The dust soon settled, and everything was silent for but a few moments, until, finally, Thoraxis poked his head through the top of what landed on him, his head pushing through net's webbing. To his absolute, and abstract horror, Thoraxis came to the realization that the pile he was now stuck in, at first unknown, was in reality...

...Stamps.

Confetti?

Stamps _and_ confetti?!

And a net.

Paper stamps, not unlike the ones you would see at a post office, and confetti, the stringy kind to be used at parties, each previously held aloft by a net that was now covering him as well, trapping him in it. All he could see was red, blue, and the tiny pictures you normally see on stamps, only adding to the changeling's extreme, utter confusion. Some of the stamps had gotten stuck onto his body in the process, but that wasn't what he was worried about.

"Wha-what?" he stuttered, looking around rapidly for the pony that had performed the deed, while simultaneously trying to remove the net around him, so he could dig himself further out of the pile, all in a futile fashion that changed nothing. "What is this? Some sort of sick joke?!"

His question was answered, as a "Your trap worked, Pinkie!" went out through the crisp night air, said by a young, feminine voice. Thoraxis shot his head to where it came from, and saw three fillies appear from behind the house. "We got the changeling, Pinkie! Just like you said you would!"

"I'm not a changeling!" Thoraxis yelled out in protest, still struggling with getting out of the pile of colorful and adhesive paper. "I was just... walking by!"

"Nice try, but you're not fooling anybody," Sweetie Belle spoke, a smug grin still on her face. "There's no pony I know of in town who would steal a foal's toys."

"But... I wasn't stealing it!" he lied. "I was..."

"Stealing them!" Pinkie Pie spoke up, as she appeared from behind the house, where the three fillies came from.

"Y-you!" Thoraxis yelled to her, in an angry snarl. "I... I heard that you left with your friends to go to Canterlot today!"

"Nope! I stayed," she revealed. "And while I was here, I pieced together a plan of UTTER BRILLIANCE made just for you, ""Mask!" Or, should I call you..."

She spun around, and struck a pose, pointing a hoof at him when she stopped.

"Mister changeling!"

"Y-you're kidding, right?" Thoraxis chuckled nervously, in an attempt to play along.

"No, she ain't," Apple Bloom spoke. "She told us about her plan, and we helped her set it up. You fell for it perfectly!"

With a growl, and coming to the realization that he had no other choice, Thoraxis morphed into his true form, with a green flash.

"Hah! I knew it!" Pinkie spoke again. Just as she finished her sentence, a green glow enveloped Thoraxis's gnarled horn. With a cruel grin, the changeling vanished in a flash of magic, teleporting away, to safety.

"He's gone!" Applebloom said, angrily. "Tarnation... we were so close!"

"No need to fear," Pinkie Pie said, calmly, as she placed a hoof into her mane, and pulled something out of it. "I know _exactly _where he's going."

"What do you mean?" Scootaloo asked, confused. Pinkie smirked, as she turned to them, a mechanical device of some sort in her hoof.

"Before Twilight left, I asked her to cast an enchantment on some of the stamps. The stamps then stuck to the changeling, and that's when the spell should go into effect."

"Let me guess..." Sweetie Belle said. "It was a..."

"...A tracking spell!" the pink mare finished, in a joyful tune, as she jumped into the air in excitement. "One that coincides with _this_ GPS I made. See that red dot on the screen?"

As she spoke, she motioned to what she spoke to on the device's green screen. Sure enough, the three fillies saw a pulsating red circle, and it was moving around. Fast.

"That's him?" Applebloom inquired.

"Yoooouuu betcha!" she replied. "We just have to find out where he lives, and then..."

Her voice deepened, somewhat menacingly.

"...He's ALL OURS."

"Yeah! This is gonna be intense," Scootaloo said, punching her hooves together, intensely. "Pinkie Pie and the Cutie Mark Crusaders, on the hunt!"

"Quick, Cutie Mark Crusaders!" Pinkie Pie ordered, cheerfully, pointing a hoof in the proper direction. "Follow that changeling!"

* * *

Thoraxis collapsed on the ground, inside his house. He peeled the last stamp off of his side, and tossed it away. He was out of breath, suffering the most unbearable of headaches, and, in general, a very stressed mood.

"This is just great... just great..." he started to moan. "Why do I have all the rotten luck? I never asked for this. Everything was actually starting to go good, too! I never-"

Then he heard the sound he thought he'd never hear. The sound he absolutely dreaded to hear: Knocking on the door. Thoraxis's eyes widened in shock as he heard it.

_Oh... no..._ he thought, in horror.

"Helloooo?" an all-too-familiar, high-pitched voice spoke up, from behind the door. "Is anybody home?"

Quickly thinking of a response in his panic, he said, "No! Nobody's home! Now, go away!" However, no sooner than speaking, the door was kicked open, nearly flying off of its rusted hinges from the force Pinkie Pie used.

"How... how did you find me?" Thoraxis shrieked in fear.

"That's not important. What is important, is that there'll be no more running from you, changeling!" Apple Bloom spoke, confident as the rest of her friends, as the four entered. "We're gonna bring you to justice for all you did!"

"I haven't done anything bad to you ponies!" Thoraxis shouted back, carefully backing into a corner as they surrounded him. "I've been eating love-filled food from that Sugarcube Corner place! I haven't hurt anyone!"

"Than why have you been stealing toys?" Scootaloo piped up.

"I... I can't tell you that."

"Why not?" Pinkie inquired, her voice raising in volume. Thoraxis responded in kind.

"Because!"

"Because why?"

"BECAUSE!"

"BECAUSE WHY?!"

"Umm... guys?" Sweetie Bell suddenly spoke up, interrupting the shouting contest. Slowly, but surely, everyone's voices died down, and they all stared at the young unicorn. She continued, "Does anybody smell... something burning?"

They all, Thoraxis included, soon took a sniff of the air, and smelled the smoky tang of which she described.

"It kinda smells like... cookies," Scootaloo said.

"Hey, it does!" Pinkie agreed, yelling in what sounded like glee, as she licked her lips, the scent being familiar to her. "Chocolate chip-and-almond cookies! The real question is: where is it coming from?"

Her question was soon answered as she saw a shape move out of the corner of her eye. Turning her head, Pinkie saw what was clearly a metal tray, filled with blackish-brown, burnt pastries of some sort, levitating off of the ground, emerging from the hole nearby. The one that lead to the egg.

"Thoraxis! I've baked some sweet cakes for you that I learned about in a cookbook! I was wondering if you could try them out," Moredread's deep voice shouted from the tunnel, approaching quickly. "They may seem a little burned, but I tried one already, and they are most fair in flavor."

No sooner had he said that, his large, shadowy shape appeared before them all. Over his armor, Moredread was wearing a white apron, making his scary demeanor seem moot. Each of the ponies stood in either awe, or confusion, of the large, alicorn-looking figure, trying to discern whether they should feel threatened by his presence, or not. As they looked at him, Moredread finally noticed them himself, when his head swung their way.

"Oh, changeling!" Moredread said, his demented eyes widening, surprised by the sight, his voice still no less intimidating, despite wearing the ridiculous getup. "You did not tell me you were having company over. Wonderful. Most wonderful!"

"I... wasn't..." Thoraxis replied, glumly, as he sat down against a wall in a defeated manner. Everything was unraveled. All he had attempted to hide was revealed. The cookies were burned. Everything that could possibly go wrong, was going wrong at a very inopportune time.

"...And the mystery gets deeper..." Pinkie whispered, as she looked to you, the reader, simultaneously piercing through the fourth wall as if it was a knife through wet paper.


	9. Chapter 9: A Chance Meeting

Chapter 9: A Chance Meeting

So, let me get this straight..." Thoraxis started, in an anxious voice, to Pinkie Pie, who was busy devouring a cookie in her hoof. "You're not going to kill me, you don't mind that I'm a changeling, and I can stay in Ponyville as long as I like, so long as I don't hurt anypony?"

"What? Of course!" the pink mare replied. "Pff... what did you think we were? A bunch of intolerant creatures that would chase you out of town, and hunt you down like a wild animal?"

"Um..." he replied, slowly, scratching the back of his head. Pinkie, after realizing what image she just created in both their minds, gave an innocent smile, before finishing off the last of the charcoal-colored cookie, shoving it into her mouth, and swallowing it whole.

"Well, there's no need to worry about it now," she laughed. "You're welcome here as long as you want!"

"Heh. That's literally the first "good" news I've gotten since I got here..." he mumbled back. "You've got no idea how stressful this entire thing has been for me. So much has happened in a very short span of time... I'm surprised I haven't suffered a nervous breakdown yet."

"Say... why'd you start stealing toys, anyway?" Pinkie asked again, changing the subject. "You never told me that part yet. I bet it's a big reason, but I have no idea what stuff changelings like to do in their spare time. Is it a hobby?"

"It's not a hobby! It's because I, well..." he started again, his tone hesitant, as his field of view anxiously shifted to the wall. "...I came into the unfortunate possession of a changeling egg a few days ago, and I uh... need stuff like that to help it hatch."

Pinkie let out a small gasp, before the sudden, inevitable, irrepressible urge to ask as many questions as possible came into her hyperactive mind. "An egg? Why in Celestia's mane do you have an egg? Where'd you get it? How long have you had it for? Is it gonna hatch? Where's it now?"

As Thoraxis begrudgingly explained to Pinkie Pie how a certain draconequus got him further into the frying pan, on the other side of the room, the Cutie Mark Crusaders sat, diligently listening in to the conversation the whole time.

"Discord gave a changeling egg to him?" Scootaloo whispered, when the words came to her ears. "Well... when you really think about it, that sounds an awful lot like something he would do, huh?"

"My question is where in the hay Discord even got one," Apple Bloom replied, with a chuckle, before the three took a hesitant nibble of the charred "cookies" in their hooves. Just as she finished speaking, each of the fillies' heads swung to their left as a dark shape entered the corner of their eyes.

"So, how does it taste?" Moredread asked, politely, leaning his head in.

"Mmm... good." Sweetie Belle complimented, halfheartedly, as she struggled to swallow what felt like a rock in her mouth. She didn't put in much effort in making it sound sincere, and her friend's facial expressions told the same, but the ghostly character didn't seem to notice, nor care.

"I'm thankful you could try them. I haven't had the pleasure of cooking in centuries," he said.

"Wait, centuries? As in, _literal_ centuries?" Scootaloo spoke, surprised. "Wow. You _do_ look like a ghost, but I didn't that you were_that_ kind of ghost."

"Tis the truth, young one," Moredread answered, his voice trailing off, like an elderly pony preparing to . "Long has it been since my body rotted away and my bones turned to dust, but my spirit still remains, bound to this armor. It is a burden to live forever at times, such as when-"

Before he could speak further about his adventures of being trapped for a millennia-and-a-half in a metal box, his ethereal head suddenly lifted, as if sensing something. He looked to the door, and his glowing eyes began to squint. He let out a hum as thoughts processed in his head, before staring back at the fillies.

"Hmm... I sincerely wish I could tell you more, but I request that you three should go back to your homes now," he started once more. "Firstly, it is late, and I presume you have the need to wake early in the morning. Secondly, I'm expecting company that should be over at any moment, and I do not wish for you to... devour all the pastries I have made before their arrival."

Of course, there was a bout of confusion amongst the Crusaders, as each of the three friends looked to each other, as if expecting one to speak. Finally, Apple Bloom, looking in the direction of Pinkie Pie, who was walking with Thoraxis to the tunnel, spoke, "Uh, Pinkie, he's right. We have school tomorrow, and if Granny Smith, or anypony else finds out how late we stayed up, I don't think things are gonna end well. Do you think you'll be okay here by yourself?"

"Oh, you don't have to worry about me, I'll be fine," she replied, nonchalantly, before bursting out into an excited squeal. "And guess what? The changeling said he's gonna show me his egg! Ooh! I bet it's gonna look _sooo_ cute!"

"Wow. Well, I hope you tell us about it tomorrow," Scootaloo said, as she and the other two started to walk out the door. Moredread watched as they left, and his eyes followed them, before he went to the entrance himself to confirm their departure.

"Bye!" the Cutie Mark Crusaders all said, waving their hooves in the air to him as they took off. As soon as the three had disappeared, Moredread lightly closed the door, without making so much as a noise from the rusty-hinged object. For the next solid minute, he sat there, in front of it, his eyes closed, waiting, patiently for his guests to arrive.

Waiting.

A minute soon passed. Then another, but not a bit of him moved, save for the mist that leaked off of him. He knew what was to come next, and remained still.

Waiting...

His eyes suddenly burst open once more, not a second after he noticed a flash of light coming from the cracks behind the door.

"They're here," he whispered to himself, his voice as quiet, and sharp as a cold wind mercilessly snuffing out a candle in the blackest of nights.

* * *

"This is where we were able to locate him," Luna spoke, as they appeared out of thin air, in front of the rickety house of sticks and unstable tiles. "The dark energy he gives off practically acted like a beacon for us to follow."

"Without Pinkie Pie, and therefore, the usage of the Elements of Harmony, be warned," Celestia continued. "He may have lost all of his power, but he's still dangerous. Whatever company he may have in his presence, be prepared to face them."

"We're ready, princesses," Twilight said, confidently. The rest of her friends nodded and spoke eagerly in agreement. With a final look, Celestia walked up to the door, and raised a hoof to push it open. Before she could even attempt to do so, a sudden creaking heralded the door opening on the other side. Celestia and Luna stepped back as what appeared to be, at first, and oozing mist, followed by an armored, masculine shape of an alicorn, wearing an apron covered in cartoon-styled flowers, offsetting what most would see as a fear-inspiring visage. Pure, unadulterated silence came between every pony there, allowing Moredread, completely calm in their presence, to get a good look at them all.

The silence was pierced as every pony heard Rainbow Dash struggle to muffle a snigger with her hooves, as she hovered in the air, behind them all. A glare brought on by Luna quickly brought silence back into the fold, only to be broken once more, as Moredread let out a cough into his steel hoof.

"Ahem... I've been expecting you," he started, his deep voice exuding a most courteous tone. "I have much I wish to say, if you will listen."

"There is no talking with you, Moredread," Celestia replied, her voice low, and brow arching once more. "I don't know how you got out, but we're going to seal you back in your prison, where you belong."

"Oh... that's such a pity. And here I thought you were considerate of others..." he spoke back, wryly. "The history books said you had become a fair, just leader, who is more than willing to hear words, if they represent reason..."

"And what makes you think that we believe that those words will be as you say?" Luna asked. "Are you trying to tell us you're_sorry_?"

"I have had time to think about what I had done, you two," he said back, in what they each presumed was a sincere voice. "I've had more than enough time to think. One-thousand, five-hundred years, in fact. Alone. In an iron box. In the depths of the earth. "Sorry" is not even the prologue to the beginning of what I wish to say."

"Your prison was not deep enough, it seems," Luna callously replied. Moredread let a small snort escape, before his face returned to its previous, calm composure. He turned his back to them, and began trotting back inside the house.

"You should all come in. I didn't bake this batch of cookies, just so they could get cold," he scoffed. Each of the ponies, the princesses included, gave a shared look of confusion toward each other.

"Cookies?" Spike asked, in a puzzled tone. "I guess that explains the apron."

"Princess Celestia, are you sure he's the one that... ya'know... did all the stuff you talked about?" Rainbow Dash whispered into her ear. "He doesn't seem to be acting very, well... "pure evil.""

"I don't know why he is acting this way, but don't trust him for a minute," she spoke back. The ponies all, slowly, walked inside the small residence, and got a good look at the abode. Twilight could practically hear Rarity hold back the urge to comment on how run-down and dank the place was.

"Moredread, you seem to be acting as though you have... "gone off of the deep end," for lack of a better term," Luna said again, after seeing him turn back to her, a tray filled with levitating in front of himself. "Are you... well?"

He laughed, as if mockingly. "Thousands of years of isolation will do that to one's mind, you know," he spoke, in a perturbingly calm way, as his eyes focused onto her own. "Sometimes it can be for the worse, other times... for the better, I suppose."

"Princess Celestia... I think we should hear what he has to say, before we make any rash decisions," Twilight whispered into her mentor's ear. She let out a small sigh in response, and turned to Luna, who, having heard as well, gave a nod of assent. Celestia looked toward Moredread, her look of displeasure not ceasing.

"If talking is what you want to do, then very well, Moredread," she started. "We will hear what you have to say."

* * *

"Well... this is the egg," Thoraxis said, once he and Pinkie Pie reached the bottom of the tunnel. After letting a green flare light up his horn, illuminating their surroundings, he motioned to the where the nest was, which stuck out like a sore hoof in the otherwise empty, dark room. Before Thoraxis could bat an eye, the pink pony flew past him, and stopped only when she was less than a few inches from where the nest was.

"Aww..." she cooed to the seemingly inanimate object, as she stared at it with saucer-sized eyes. "You're da most pwecious widdle changeling in da whole wide world, yes you are!"

"Don't get too close!" Thoraxis piped in, placing a gnarled hoof on her shoulder. "I don't trust you, or anypony around it. The one closest to receiving that honor is the possessed armor upstairs, and even then, it's out of necessity."

"Oh, don't worry..." she replied, with a cheerful smile. "I wont hurt it. That's the last thing I'd want to do!"

"That's reassuring..." he mumbled in return. Pinkie continued to examine it for another minute, great fascination in her eyes, before speaking again.

"Say... how long till he-slash-she hatches, anyway?" she inquired. "I already can't wait to hear the sound of baby changeling feet patter on the ground. Oh! I know! I could throw it a hatching party!"

Thoraxis gave her an odd look, before speaking. "Judging from the size... I'd say a week... or less. Also, I found out it's a she."

"A she? Ooh..." Pinkie said, rubbing her hooves together in anticipation. "I know just what to do! There'll be pink, miniature cupcakes, red-and-blue confetti, giant balloons with pictures of kittens on them, and-"

Before Thoraxis could mouth his concerns, he suddenly heard a rumbling noise coming from the earth pony's direction, and quickly realized that it was her stomach.

"Oops! hehehe..." she chuckled, as she rubbed it, an image of faint embarrassment on her face. "Those cookies that ghost friend of yours made were a little too stiff for my belly, I guess. I know what'll fix the situation!"

She placed a hoof in her mane, before plucking out a small object. Thoraxis saw it was a cupcake with blue-and-white, swirly frosting, and multi-colored sprinkles. How she hid something like that in there, Thoraxis truly didn't want to know. As Pinkie took in a long, refreshing sniff of the food item, and opened her mouth to take a large bite out of it, she suddenly stopped, as both heard a voice, coming from where the tunnel was.

"Hey! That sounds like Princess Celestia!" Pinkie shouted. "What's she doing here?"

"Wait, Princess Celestia?! _The_ Princess Celestia?!" Thoraxis inquired, panic emerging from his tone. "Are you kidding me?! How'd she get here?"

"Beats me. She probably teleported here from Canterlot," she replied, throwing the cupcake into the air, forgetting about it. "I'll bet my flank my friends are with them. I've gotta explain to them you're a good guy! Let's go greet them."

""Greet," yeah, of course... yeah..." Thoraxis said, nervously, just before they both sped out of the burrow, kicking up dirt in their wake. The previously-thrown cupcake landed idly on the ground as they left, its puffy, creamy top splattering as it landed, just a few, scant feet from where the egg lied. The only other things that remained in the abode, was quiet, and the sweet aroma of the pastry, which flew around like an invisible fog, enveloping the egg in its smell.

Then, as if the magical switch was pressed, the egg began to stir, as a crack, ever so small, slowly grew, and etched itself across the shell's surface...

* * *

As the two were exiting the burrow, they could easily hear a heated discussion going on, and, as to not disrupt it, slowed down to a tiptoe, and peaked their heads out of the hole. Thoraxis let out a gulp as he saw each figure in his home, noticing Pinkie Pie's friends right off, before shifting his view to what he easily realized was the princesses, Celestia and Luna, each one wearing curled brows of anger that made the translucent blood in his veins cringe in fear.

"I cannot see the reason you so adamantly stated you'd show," Luna said again, once Moredread finished his sentence.

"It's simple," he replied. "I wish to stay here for the remainder of my days, however long that may be, in peace."

"But the enchantments you placed on your armor are made to keep your spirit alive, until, as I heard before, the "day the world ends,"" Luna spoke again. "Sorry to disappoint you, but I do not like a pony with that sort of spell keeping them active."

"With great effort, enchantments can be changed, and I am without power to pose a threat to any being, ever again," he replied, motioning to the hole in his helmet's forehead, where his horn used to be. "I have no means to reclaim it, I do not wish to reclaim it, and never shall attempt to reclaim it."

"I think that the "mental breakdown" thing I talked about earlier is coming back..." Thoraxis muttered to Pinkie, from the hole they still hid in. His voice, despite being a whisper, was heard by Spike, who turned his head to their direction, before letting out a cry of alarm.

"Changeling!" he yelled out, pointing a claw at him, before noticing the other, more familiar shape. "And... Pinkie Pie?"

"Pinkie?!" all of the pink mare's friends shouted in unison, in both surprise, and alarm, as they, too, turned to face them. Rainbow Dash continued with, "What are you doing here? HOW did you get here?"

"Don't worry you guys, I'm alright, and you'll never believe what happened!" she laughed, walking fully out of the tunnel, leaving Thoraxis behind. "As it turns out, the changeling, whose name is Thoraxis, by the way, is the pony stealing the toys, but he isn't evil, and doesn't want to hurt anypony! He's actually pretty nice."

"Changeling," Moredread spoke, prompting Thoraxis to swivel his head to the ghost's direction. "Tell them how I've acted since you released me."

"Well... um... aside from his jitter-inducing appearance, Moredread is not evil," Thoraxis said, directly to Celestia and Luna, after mustering up a bit of courage. "When I first met him, he told me that he was "retiring" from whatever he was before. He's even watched over my egg for me while I've been gone working at the local pet store, and not a scratch has come upon it."

"Even the changeling agrees," the phantom spoke , whose expressions remained stiff. "Celestia... Luna... all I ask is a chance to show you I mean well. A chance to show you I wish to redeem myself for all my past sins."

"Give us one good reason why we should give you that chance!" Celestia thundered. Moredread was more than ready to reply, and just as he was about to defiantly speak his answer, a new sound entered the room.

The sound was coming from the tunnel - that was unmistakable - but what the sound was, was at first unrecognized by anypony in the room, save for Thoraxis, whose eyes shot open at the childlike mewling noise. There, at the tunnel, a small shape appeared, crawling out of it at a snail's pace. A small, insect-like shape, resembling a miniature version of Thoraxis.

A baby changeling.

The creature had pink frosting coated in messy fashion all over her face, along with a big smile, and a curious look in her large eyes. It didn't take Thoraxis and Pinkie Pie a moment to realize where the substance came from. The infant continued to crawl around, becoming more acquainted with her new surroundings, making the same childlike gibberish, when Moredread decided what to next.

"Because..." he started, as he became the first to walk up to the small creature, her greenish-tinted, teal eyes looked up to the phantom, like a loving child to a parent. When he was within a foot of her, she stretched out her front hooves, both riddled with tiny holes, as if in an attempt to hug him, only to plop over on her back, clumsily. Moredread lowered his snout, and nudged the flailing creature gently, until she was back on her stomach. She gave a happy glance back to him, and began to crawl around some more, this time toward the still-awestruck Thoraxis, who could only stand there with his jaw dropped open. As she was doing this, Moredread shifted his view back to the princesses of the night and day, before speaking again.

"...I now have something truly worth being around for."

A silence fell upon the ponies and changeling, and, while Luna's complexion looked collected and tranquil despite the moment, Celestia's had curled into one of a wide-eyed, but completely still visage of fury. Just as Luna began to open her mouth, ready to speak her mind of the situation's sharp turn, Celestia made one of her own, and faced the opposite direction, her tail brushing against her sister's, as she left the house without uttering a single word.

"Sister? Where are you going?" Luna demanded to know. When she showed no sign of stopping, Luna, with a begrudging groan, followed her out. The other ponies, save for Twilight Sparkle, trotted up to the baby changeling to get a better look at the precious infant, while Twilight herself, with a worried look on her face, began to leave as well, joining up with Luna.

"Sister. Celestia!" Luna shouted, when the three had walked a few dozen feet from the house, away from any prying ears. Celestia finally came to a stop, and looked back at her sister and student with a glare.

"We need to lock him away. We both know that we cannot trust him," she said. "He was the single most dire threat Equestria has ever encountered."

Luna shook her head in disagreement. "Sister, he is telling the truth when he said he had no ways to regain his power," she began. "I see no reason to imprison him again. Perhaps his time spent alone for the last few thousand years truly changed his warped mind for the better."

"Why do you believe that, Luna?" Celestia asked. Her younger sister gave a sure look before responding.

"For I, too, was once lost to darkness. I believe forgiveness is the path we should take, not wrath."

"I completely agree, princess," Twilight concurred, nodding her head to Luna. "If we could reform Discord, we can reform Moredread. He just needs the right help."

"What happened to you was different, Luna," Celestia protested. "We were young. It was _his_ dark magic that played your jealousy against you, until it consumed you. None of what Nightmare Moon did was your fault."

"It was as much my fault as it was his," her sister argued. "That jealousy was mine, and mine alone. The seeds left by his magic only grew from my envy."

"Thousands suffered and died under his reign!" Celestia retorted, in a shout.

"And millions more would have perished under mine, if you had not defeated me!" Luna shouted back, as she stomped a hoof into the dirt. "Would you have been so forgiving of me then? If the eternal night I tried to enact stayed eternal, and everything slowly atrophied, until there was nothing left but dust... would you have been so easy to accept the words "I'm sorry" as they leave my lips? Would you, dear sister?"

For the first time in the conversation, Celestia didn't know what to say. She looked to her younger sister, then to her student, before, finally, she sighed, and lowered her head, in a defeated manner.

"If you truly choose this, then tell him... tell _them_... he can stay," she spoke to them both, through gritted teeth, her voice sounding as light, reluctant, and held-back as a minotaur trying to disguise itself in a crowd of breezies. "But we will watch every single move he makes as of this day. Every. Single. Move."

"I agree to that, sister," Luna replied, taking in an easy breath. "Absolution should not be mistaken for caution. Judging from what you said, do you wish to leave?"

"I cannot bear to be in his presence a minute longer," Celestia admitted, solemnly, as she closed her eyes, the wings on her side unfurling. "After all he did... you may be one to let the past go, and I can see the reason why, but I, still, am not."

With a single, quick, powerful thrust of her wings, the princess of the day ascended into the night sky, leaving their sight after several more, her shape disappearing into the glow of the full moon. Luna sighed, as if she had lifted a tremendous weight from her chest, and looked to Twilight, who still stood beside her.

"Twilight Sparkle," Luna spoke to the princess in question. "Shall we go tell him?"

"I'm right behind you, princess," she replied.


	10. Epilogue

Moredread laid on the ground of the house, his eyes closed, and his expression stiff, as if in meditation, or deep rest. By his side, curled up in a comfortable position, was the small, fragile form of the baby changeling, fast asleep.

Thoraxis was gone, out working late at the pet store, and in his real form, as the ponies from several nights before recommended. The first time he tried so, which was three days ago, was met with some scorn and fear, but with the backing of Twilight Sparkle and her friends, he was already on his way to being fully accepted in the community.

A week had passed since that fateful day the princesses had allowed him to stay, and the egg had hatched. Just thinking about the moment he heard the words signifying the fact caused Moredread to open his eyes, turn his head to the little creature sleeping next to him, and smile.

They had named her "Skia." The idea for the name was brought up by none other than Moredread himself, and Thoraxis, unable to think of anything creative, took a liking to the name, and agreed to it. "Skia" was an old name, one from a time far before this one, but one that once also carried a moderate gesture of mystery and awe in its wake.

"Goodnight, Skia. My little Skia," Moredread began, his voice soft, gentle, and soothing, as rubbed his spectral nose against her in the same manner. "Goodnight, my sweet, little shadow. Dream of pleasant things. Dream of beautiful things. Dream of good things to come, and more..."

A warm feeling mounted in his chest as he felt her chitinous body unconsciously snuggle up to him, a tiny, innocent smile on her resting face. It was a feeling he had not felt for an excruciatingly long time. A feeling he welcomed with open hooves. With the same, light voice, he spoke again to her, one last time.

"Goodnight, my precious, irreplaceable, little..."

Moredread's gaze went up to the roof, still littered with old holes from ages past, exposing some of the night sky, and allowing the moon's blue rays to seep through, illuminating the umbrum and his charge in its pale light. He looked back to Skia with semi-closed eyes, before lowering his head, wrapping it around her fragile form, as he, too, began to fall asleep.

"...Changeling."


End file.
